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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
Aradigm Corporation
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(Name of Issuer)
Common Stock
No PAR VALUE
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(Title of Class of Securities)
038505
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(CUSIP Number)
Ole Ramsby
Novo Nordisk A/S
Novo Alle
DK-2880 Bagsvaerd
Denmark
Tel No.: +45 4444 8888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 24, 2002
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(Date of Event which Requires Filing of this Statement)
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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.
(Continued on following pages)
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CUSIP No. 038505 Page 2 of 10 Pages
13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Novo Nordisk A/S
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
The Kingdom of Denmark
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7 SOLE VOTING POWER
7,868,369
NUMBER OF SHARES -------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
7,868,369
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,868,369
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4
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14 TYPE OF REPORTING PERSON*
CO
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[*SEE INSTRUCTIONS BEFORE FILLING OUT!]
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 heretofore amended and supplemented, the "Schedule 13D") with respect
to the purchase of shares of Common Stock, no par value (the "Shares"), of
Aradigm Corporation, a California corporation (the "Issuer"). Unless otherwise
indicated, each capitalized terms used but not defined herein shall have the
meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
The name of the person filing this statement is Novo Nordisk A/S, a
publicly quoted Danish company ("Buyer").
The address of the principal business office of Buyer is Novo Alle,
DK-2880 Bagsvaerd, Denmark. Buyer is a focused healthcare company that
manufactures and markets pharmaceutical products and services for the treatment
of diabetes, coagulation disorders, human growth hormone and hormone
replacement therapy. The name, address, present principal occupation or
employment and citizenship of each director and executive officer of Buyer is
set forth on Schedule A. Buyer holds the Shares through Novo Nordisk
Pharmaceuticals, Inc., a Delaware corporation ("NN Pharmaceuticals") whose
principal business office is located at 100 College Road, Princeton, New Jersey
08540. NN Pharmaceuticals is a manufacturer and supplier of insulin to the
United States diabetes market and throughout the world. NN Pharmaceuticals is a
wholly-owned subsidiary of Novo Nordisk of North America, Inc. ("NN North
America"). NN North America is a Delaware corporation whose principal place of
business is 405 Lexington Avenue, New York City, New York 10017. NN North
America's primary business is the provision of corporate staff services for the
U.S. based pharmaceutical operations of Buyer. NN North America is wholly owned
by Buyer. The name, addresses, present principal occupation or employment and
citizenship of each director and executive officer of each NN Pharmaceuticals
and NN North America is set forth on Schedule A.
Novo A/S, a private limited Danish company whose principal business office
is located at Krogsh0jvej 41, DK-2880 Bagsvaerd, Denmark, owns approximately
26.7% of Buyer's total share capital, representing approximately 69.0% of the
voting rights of Buyer and may be deemed to control Buyer. The principal
business of Novo A/S is the administration of its portfolio of securities and
minority capital interests. Novo A/S is a wholly-owned subsidiary of Novo
Nordisk Foundation (the "Foundation"), a self-governing and self-owned
foundation whose principal business office is located at Brogardsvej 70, Post
Box 71, DK-2820 Gentofte, Denmark. The principal business of the Foundation is
to provide a stable basis for the business and research activities undertaken
by Novo A/S and its affiliates. The name, address, present principal occupation
or employment and citizenship of each director and executive officer of each of
Novo A/S and the Foundation is set forth on Schedule A.
During the last five years, none of Buyer, and to the best of Buyer's
knowledge, any of NN Pharmaceuticals, NN North America, Novo A/S, the
Foundation or any of the persons listed on Schedule A attached hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 response set forth in Item 3 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
The aggregate purchase price for the Shares was $35,000,000. Such price
was funded through internally generated funds.
Page 3 of 10
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by the following:
As described in the Schedule 13D, on October 22, 2001 Buyer and Issuer
entered into a Stock Purchase Agreement (a copy of which is attached as Exhibit
1 to the Schedule 13D) (the "Stock Purchase Agreement"), pursuant to which
Issuer may, from time to time, require Buyer to purchase up $25,000,000 worth
of additional Shares at the then current market price. On July 24, 2002,
pursuant to, and in accordance with, the terms of the Stock Purchase Agreement,
Buyer purchased $5,000,000 worth of additional Shares.
Except as set forth above, Buyer has no plan 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)-(b) Buyer beneficially owns, through NN Pharmaceuticals, an aggregate
of 7,868,369 Shares representing approximately 25.4% of the outstanding Shares.
To the best of Buyer's knowledge, none of the persons named in response to Item
2 or listed on Schedule A, is the beneficial owner of any of the Shares, except
to the extent any such person may be deemed to be the beneficial owner of
Shares owned by Buyer.
(c) Except as set forth in this statement, none of Buyer, any of the
persons named in response to Item 2 or listed on Schedule A, has effected any
transaction in the Shares during the 60 days prior to the date hereof. The
following purchases were made from the Issuer on behalf of Buyer:
Aggregate Number Price Per
Date: of Shares: Share:
June 1998 312,396 $16.00
June 2001 708,216 $7.06
October 2001 5,665,723 $3.53
July 24, 2002 1,182,034 $4.23
(d) Inapplicable.
(e) Inapplicable.
Item 7. Material to be Filed as Exhibits.
None
Page 4 of 10
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.
August 7, 2002
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Date
/s/ Jesper Brandgaard
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Signature
Jesper Brandgaard, Chief Financial Officer
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(Name/Title)
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
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*Mads 0vlisen Chairman of the Board
Danish Novo Nordisk A/S
Novo Alle, 6B2.22
2880 Bagsvaerd
Denmark
*Kurt Anker Nielsen President & CEO
Danish Novo A/S
Krogsh0jvej 41, 9P2.05
2880 Bagsvaerd
Denmark
*Jan Ulf Sigvard Johansson CEO/Businessman
Swedish Strandvagen 43, 4 tr.
114 56 Stockholm
Sweden
*J0rgen 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
Page 6 of 10
Name and Citizenship Principal Occupation and Address
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*Johnny Henriksen Environmental Specialist
Danish Novo Nordisk A/S
Hummeltoftevej 49
Building SOC 1.18
2830 Virum
Denmark
*Stig Str0baek Electrician
Danish Novo Nordisk, A/S
Laurentsvej 22, 7X
2880 Bagsvaerd
Denmark
Lars Rebien S0rensen 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 J0rgensen 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
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*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
*Anthony Viceroy CFO and Treasurer
USA Novo Nordisk of North America, Inc.
*Rasmus Holm-J0rgensen VP Investor Relations
Danish Novo Nordisk of North America, Inc.
Page 7 of 10
*Ole F. Ramsby Senior Vice President Legal Affairs and
Danish General Counsel
Novo Nordisk A/S
Novo Alle
2880 Bagsvaerd
Denmark
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
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*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 10174
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 Krogsh0jvej 41, DK-
2880 Bagsvaerd, Denmark. The directors are designated with asterisks (*).
Name and Citizenship Principal Occupation and Address
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*Palle Marcus Member Board of Directors
Danish Novo A/S
*Jorgen Boe Lawyer
Danish Margrethevej 6
2960 Rungsted Kyst
Denmark
Page 8 of 10
*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
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*Palle Marcus Member Board of Directors
Danish Novo Nordisk Foundation
*Jorgen Boe Lawyer
Danish Margrethevej 6
2960 Rungsted Kyst
Denmark
*Mads 0vlisen Member Board of Directors
Danish Novo Nordisk Foundation
*Niels Borregaard Doctor
Danish Enevangen 83
3450 Aller0d
Denmark
*Jan Eric Lindsten Doctor
Swedish Norr Malarstrand 78, 3 tr.
S-112 35 Stockholm
Sweden
*Kurt Bligaard Pedersen Executive Vice President
Danish Dong A/S
Vesterled 22
2100 Copenhagen
Denmark
*Ulla Morin Technician
Danish Novo Nordisk Foundation
*Soren Thuesen Pedersen Chemist
Danish Novo Nordisk Foundation
Page 9 of 10
Name and Citizenship Occupation and Address
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*Stig Strobaek Electrician
Danish Novo Nordisk Foundation
Gert Almind Frederiksen CEO
Danish Novo Nordisk Foundation
Page 10 of