UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ANORMED, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
035910108
----------------------------------------------------------------------
(CUSIP Number)
Leo Kirby
667 Madison Avenue, 19th Floor
New York, NY 10021
(212) 521-2418
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 11, 2006
----------------------------------------------------------------------
(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 10 Pages
SCHEDULE 13D
CUSIP No. 035910108 Page 2 of 10 Pages
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) (a) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------- ------- ----------------------------------------------
8 SHARED VOTING POWER
9,411,500
------------------------- ------- ----------------------------------------------
SOLE DISPOSITIVE POWER
9
0
------------------------- ------- ----------------------------------------------
SHARED DISPOSITIVE POWER
10
9,411,500
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,411,500
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
--------- ----------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
--------- ----------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 035910108 Page 3 of 10 Pages
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 25,000
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------- ------- ----------------------------------------------
8 SHARED VOTING POWER
9,411,500
------------------------- ------- ----------------------------------------------
SOLE DISPOSITIVE POWER
9
25,000
------------------------- ------- ----------------------------------------------
SHARED DISPOSITIVE POWER
10
9,411,500
------------------------- ------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,436,500
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
--------- ----------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
--------- ----------------------------------------------------------------------
This Amendment No. 2 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. Except as
amended and supplemented hereby, that statement remains in full force and
effect.
Item 4. Purpose of Transaction.
Following the filing by the Reporting Persons of their Amendment No. 1 to
their statement on Schedule 13D, the Reporting Persons were contacted by David
Scott, the Chairman of the Board of the Company. In their discussion with Mr.
Scott, the Reporting Persons suggested that the composition of the Board of
Directors be changed so that Felix Baker, who is already a director of the
Company, would become Chairman and a majority of the members of the Board would
consist of Dr. Baker and independent nominees suggested by him.
Subsequently, Mr. Scott sent a letter dated January 11, 2006 to Dr. Baker,
asking for further information regarding the proposal. A copy of this letter is
attached as Exhibit 2 to this Amendment No. 2. On January 13, 2006, Dr. Baker
replied to Mr. Scott by enclosing a formal request for the calling of a
shareholders' meeting to remove the current directors and elect a new Board. A
copy of this letter is attached as Exhibit 3 to this Amendment No. 2. As of the
time of filing this Amendment No. 2, no response to the letter attached as
Exhibit 3 has been received.
The Reporting Persons intend to continue to evaluate their alternatives as
circumstances develop.
Item 5. Interest in Securities of the Issuer.
Because of certain business relationships among the Reporting
Persons, they are filing as if they constitute a group solely for informational
purposes. However, the filing of this statement is not an admission by any
Reporting Person that such Reporting Person and any other Reporting Person or
Reporting Persons constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder. Each
Reporting Person disclaims beneficial ownership of any shares of Common Stock
owned by any other Reporting Person, except to the extent that beneficial
ownership is expressly reported herein.
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 January 13, 2006, together with the
percentage of outstanding shares of Common Stock that such ownership represents
based upon 40,501,692 shares outstanding as reported on the Company's December
8, 2005 press release.
Page 4 of 10 Pages
Percent of Class
Name Number of Shares Outstanding
---- ---------------- -----------
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 8.9%
Baker Biotech Fund II, L.P. 3,308,484 8.2%
Baker Biotech Fund II (Z), L.P. 446,129 1.1%
Baker Biotech Fund III, L.P. 1,065,455 2.6%
Baker Biotech Fund III (Z), L.P. 193,791 0.5%
14159, L.P. 83,137 0.2%
Baker / Tisch Investments, L.P. 28,177 0.1%
Felix J. Baker 25,000 0.0%
--------- ----
Total 9,436,500 23.3%
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.
Page 5 of 10 Pages
In addition to the December 8, 2005 purchases of Common Stock
reported on the reporting persons' previously filed Schedule 13D Amendment No.1,
the issuer granted 5,000 stock options to Felix J. Baker in connection with his
service as a director of the issuer on December 15, 2005. Each option represents
the right to purchase one share of Common Stock at an exercise price of $4.42
CAD.
Item 7. Material To Be Filed as Exhibits.
Exhibit 1 Agreement regarding the joint filing of this statement.
Exhibit 2 Letter dated January 11, 2006 from David Scott to Felix Baker.
Exhibit 3 Letter dated January 13, 2006 from Felix Baker to David Scott.
Page 6 of 10 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.
January 16, 2006
By: /s/ Julian C. Baker
----------------------
Julian C. Baker
By: /s/ Felix J. Baker
----------------------
Felix J. Baker
Page 7 of 10 Pages