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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13 D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SGX PHARMACEUTICALS, INC.
 
(Name of Issuer)
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
78423C108
 
(CUSIP Number)
Robert A. Armitage
Senior Vice President and General Counsel
Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
(317) 276-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
 
 

 

 

                     
CUSIP No.
  
78423C108 
  
 
SCHEDULE 13D/A

 

           
1   NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eli Lilly and Company
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Indiana
       
  7   SOLE VOTING POWER
     
NUMBER OF   100 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   100 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  100 shares
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

 

Introductory Statement.
          This Amendment No. 1 on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D previously filed by Eli Lilly and Company (“Lilly”) on July 18, 2008 (the “Schedule 13D”). Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 5. Interest in Shares of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
          (a)—(c) On August 20, 2008, the Merger described in Item 4 was completed. In connection with the Merger and pursuant to Section 3.2(b) of the Merger Agreement, at the effective time of the Merger, all outstanding SGX Shares owned by Lilly or Merger Sub, held by SGX as treasury stock, or for which appraisal rights have been perfected were canceled. Pursuant to Section 3.2(a) of the Merger Agreement, all other outstanding SGX Shares were converted into the right to receive cash at the effective time. Pursuant to Section 3.1 of the Merger Agreement, each share of Merger Sub capital stock was converted at the effective time to one Share of the surviving corporation. The Shares disclosed to be beneficially owned by Lilly in this Amendment No. 1 reflect the Shares of Merger Sub that were converted into Shares in the surviving corporation. Lilly directly owns all 100 outstanding Shares in the surviving corporation.
          (d) – (e) Inapplicable.
          References to, and descriptions of, the Merger Agreement and the Voting Agreement in this Item 5 are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 2.1 to SGX’s Current Report on Form 8-K dated July 8, 2008 and Exhibit 99.2 to the Schedule 13D, respectively, and which are incorporated by this reference in this Item 5.

3

 

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.
             
    ELI LILLY AND COMPANY    
 
            
 
  By:

Name:

Title: 		  /s/ James B. Lootens
 
James B. Lootens
Secretary and Deputy General Counsel 		   
Dated: August 21, 2008