3//SEC Filing
INCARA PHARMACEUTICALS CORP 3
Accession 0001005477-03-003888
CIK 0000936538operating
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 1:41 PM ET
Size
9.8 KB
Accession
0001005477-03-003888
Insider Transaction Report
Form 3
INCARA PHARMACEUTICALS CORPINCR.OB
XMARK ASSET MANAGEMENT LLC
10% Owner
Holdings
- 200(indirect: (1))
Common Stock, par value $0.001 per share
- (indirect: (1))
Warrant to Purchase Common Stock
Exercise: $0.10From: 2003-09-16→ Common Stock (42,263,849 underlying)
Footnotes (6)
- [F1]The reporting person is Brown Simpson Asset Management, LLC ("BSAM"), a New York limited liability company, which is the sole manager of Goodnow Capital, L.L.C., a Delaware limited liability company ("Goodnow"). Goodnow is the holder of 200 shares (the "Initial Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of Incara Pharmaceuticals Corporation, a Delaware corporation (the "Company"), and a warrant (the "Warrant") to purchase 50,000,000 shares of Common Stock of the Company, which Warrant is subject to adjustment in accordance with its terms and subject to the Issuance Limitation (as defined below).
- [F2]Pursuant to the Operating Agreement of Goodnow, management and control of Goodnow is vested exclusively in the sole manager and, as a result, BSAM possesses the sole power to vote and direct the disposition of all securities of the Company owned by Goodnow. Thus, for the purposes of Reg. Section 240.13d-3, BSAM is deemed to beneficially own 200 shares of Common Stock of the Company and a Warrant to purchase 50,000,000 shares of Common Stock of the Company.
- [F3]Goodnow is also the holder of a Guaranty, dated as of July 28, 2003 and amended on September 16, 2003 (the "Guaranty"), made by the Company in its favor pursuant to which, among other things, (i) the Company guaranteed the obligations of Incara, Inc., a wholly-owned subsidiary of the Company, under that certain Secured Convertible Promissory Note, dated July 28, 2003 (the "Note"), issued by Incara, Inc. to Goodnow in the aggregate principal amount of $3,000,000, and (ii) any cash payment made under the Guaranty may be converted, at Goodnow's election, into shares of Common Stock of the Company at a conversion price of $.10 per share.
- [F4]Pursuant to the terms of the Note, the Note may not be prepaid by Incara, Inc. prior to its December 24, 2003 maturity date and, therefore, absent an event of default under, and consequent acceleration of, the Note, no shares of Common Stock of the Company are issuable in accordance with the terms of the Guaranty within the next 60 days. As a result, BSAM does not "beneficially own" any shares of Common Stock issuable in accordance with the terms of the Guaranty.
- [F5]The Warrant to purchase 50,000,000 shares of Common Stock expires upon consummation of the contemplated merger of the Company with and into Incara, Inc., but in no event later than September 16, 2008. The number of shares of Common Stock of the Company issuable upon exercise of the Warrant is subject to increase, to the extent any cash payment is made under the Note, in an amount determined by dividing the amount of any such cash payment by the then-existing warrant exercise price. Pursuant to the terms of the Note, the Note may not be prepaid prior to its December 24, 2003 maturity date and, therefore, unless the maturity date is accelerated by Goodnow as a result of an event of default under the Note and a cash payment is thereafter made under the Note, the number of shares of Common Stock issuable under the Warrant is not subject to increase within the next 60 days as a result of any cash payment made under the Note.
- [F6]The Warrant contains a provision which provides that in no event shall the Warrant be exercisable, to the extent that the issuance of shares of Common Stock upon exercise of the Warrant, after taking into account the Initial Shares and any other shares of Common Stock then owned by Goodnow and its affiliates, would result in the beneficial ownership by Goodnow and its affiliates, of more than 74.99% of the outstanding Common Stock (the "Issuance Limitation"). The Issuance Limitation may not be waived by Goodnow. As a result of the Issuance Limitation, the Warrant is, within the next 60 days, exercisable for an aggregate of 42,263,849 shares of Common Stock.
Documents
Issuer
INCARA PHARMACEUTICALS CORP
CIK 0000936538
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000936538
Filing Metadata
- Form type
- 3
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 1:41 PM ET
- Size
- 9.8 KB