UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Synvista Therapeutics, Inc
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
87164M100
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(CUSIP Number)
Leo Kirby
667 Madison Avenue, 17th Floor
New York, NY 10065
(212) 339-5633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 25, 2007
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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 8 Pages
SCHEDULE 13D
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CUSIP No. 87164M100 Page 2 of 8 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)
(b) X
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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
------------------------ -------- ----------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -------- ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,500,000
EACH -------- ----------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 0
-------- ----------------------------------------------
SHARED DISPOSITIVE POWER
10
10,500,000
------------------------ -------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500,000
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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)
80.2%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Page 2 of 8 Pages
SCHEDULE 13D
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CUSIP No. 87164M100 Page 3 of 8 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)
(b) X
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3 SEC USE ONLY
--------- ----------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
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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
------------------------ -------- ----------------------------------------------
7 SOLE VOTING POWER
10,500,000
-------- ----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 10,500,000
OWNED BY -------- ----------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH -------- ----------------------------------------------
SHARED DISPOSITIVE POWER
10
10,500,000
------------------------ -------- ----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500,000
--------- ----------------------------------------------------------------------
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)
80.2%
--------- ----------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Page 3 of 8 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.01 par
value (the "Common Stock"), of Synvista Therapeutics, Inc. a Delaware
corporation (the "Company"), whose principal executive offices are located at
221 West Grand Avenue, Montvale, New Jersey 07645.
Item 2. Identity and Background.
This statement is being filed by Julian C. Baker and Felix J.
Baker (each, a "Reporting Person"), each of whom is a United States citizen. Set
forth below is certain information with respect to each Reporting Person:
Name Business Address Present Principal Occupation
Julian C. Baker 667 Madison Avenue Managing Member, Baker Bros. Advisors,
New York, NY 10021 LLC (an entity engaged in investment
activities)
Felix J. Baker 667 Madison Avenue Managing Member, Baker Bros. Advisors,
New York, NY 10021 LLC (an entity engaged in investment
activities)
During the last five years, none of the Reporting Persons has
been convicted in any 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 resulting in his being 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds used to purchase the shares of Series B Preferred
Stock and Warrants convertible within 60 days to Common Stock reported in Item 5
below were provided from the available working capital of the entities there
indicated.
Item 4. Purpose of Transaction.
The entities referred to in Item 5 below acquired the shares
of Series B Preferred Stock and Warrants convertible within 60 days to Common
Stock set forth therein 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
Page 4 of 8 Pages
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) though (j) of Item 4 of Schedule 13D.
Under the purchase agreement referred to in Item 6 below, all entities in the
case of the total have the right to designate two of seven directors of the
Company, but at this time have not done so.
Item 5. Interest in Securities of the Issuer.
Set forth below is the aggregate number of shares of Common Stock that maybe
acquired upon conversion of Series B Preferred Stock and shares that maybe
acquired upon the exercise of Warrants, as of the date hereof by each of the
following, together with the percentage of outstanding shares of Common Stock
that such number represents based upon 2,586,377 shares outstanding, according
to information obtained from the Company on July 25, 2007. Such percentage
figures are calculated on the basis that the shares of Preferred Stock and
Warrants owned by the Reporting Persons are deemed converted into or exercised
for shares of Common Stock but other outstanding shares of Preferred Stock and
Warrants are not deemed converted or exercised.
-------------------------------------- --------------------- --------------------------------
Name Number of Shares Percentage of Class Outstanding
-------------------------------------- --------------------- --------------------------------
Baker Bros. Investments II, L.P 9,323 0.4%
-------------------------------------- --------------------- --------------------------------
Baker Biotech Fund I, L.P. 2,740,840 51.5%
-------------------------------------- --------------------- --------------------------------
Baker Brothers Life Sciences, L.P. 7,438,590 74.2%
-------------------------------------- --------------------- --------------------------------
14159, L.P. 240,276 8.5%
-------------------------------------- --------------------- --------------------------------
Baker/ Tisch Investments, L.P. 70,971 2.7%
-------------------------------------- --------------------- --------------------------------
Total 10,500,000 80.2%
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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 8 Pages
The above-mentioned holdings of Convertible Preferred Series B
and Warrants of the Company were acquired by the entities noted above on July
25, 2007 pursuant to the Series B Preferred Stock and Warrant Purchase Agreement
referred to in Item 6 in exchange for a bridge loan to the Company, accrued
interest thereon and $14,835,616 in cash. None of the reporting Persons has
effected any other transactions in the Common Stock of the Company during the 60
days preceding the filing of this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the acquisition of the Series B Preferred
Stock and Warrants of the Company, the purchasers thereof entered into a Series
B Preferred Stock and Warrant Purchase Agreement with the Company, dated April
5, 2007, a copy of which is filed as Exhibit 1 hereto, an Amendment No. 1
thereto, dated June 1, 2007, with the Company, a copy of which is filed as
Exhibit 2 hereto, and a Registration Rights Agreement, dated July 25, 2007, with
the Company, a copy of which is filed as Exhibit 3 hereto. Except for those
Agreements and as otherwise described herein, neither of the Reporting Persons
has any contracts, arrangements, understandings or relationships with the
Company or any other Reporting Person with respect to any securities of the
Company.
Iterm 7. Material To Be Filed as Exhibits.
Exhibit1 Series B Preferred Stock and Warrant Purchase Agreement,
dated April 5, 2007, among the Company and the Purchasers
named therein (incorporated by reference to Exhibit 10.1 to
the Company's report on Form 8-K filed April 11, 2007).
Exhibit 2 Amendment No. 1 to Series B Preferred Stock and Warrant
Purchase Agreement, dated June 1, 2007, among the Company and
the Purchasers referred to in Exhibit 1 (incorporated by
reference to Exhibit 10.2 to the Company's report on Form 8-K
filed June 7, 2007).
Exhibit 3 Registration Rights Agreement, dated July 25, 2007, among
the Company and the Purchasers referred to in Exhibit 1
(incorporated by reference to Exhibit 10.3 to the Company's
report on Form 8-K filed April 11, 2007).
Exhibit 4 Agreement regarding the joint filing of this statement.
Page 6 of 8 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.
August 3, 2007
By: /s/ Julian C. Baker
------------------------------
Julian C. Baker
By: /s/ Felix J. Baker
------------------------------
Felix J. Baker
Page 7 of 8 Pages
EXHIBIT 4
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, $0.01 par value, of Synvista Therapeutics, Inc. is
being filed with the Securities and Exchange Commission on behalf of each of
them.
August 3, 2007
By: /s/ Julian C. Baker
------------------------------
Julian C. Baker
By: /s/ Felix J. Baker
------------------------------
Felix J. Baker
Page 8 of 8 Pages