SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D/A (Amendment No. 1)
Under the Securities Exchange Act of 1934
GlycoGenesys, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
37989P10
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(CUSIP Number)
William F. Daniel
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2, Ireland
(353) 1-709-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 2004
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 ("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 9
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CUSIP No. 37989P10
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(1) NAME OF REPORTING PERSONS
Elan Corporation, plc
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
WC, OO
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(5) CHECK 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
Ireland
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Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 13,503,978
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
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Person With (10) SHARED DISPOSITIVE POWER
13,503,978
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,503,978
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(12) CHECK 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)
22.4%
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(14) TYPE OF REPORTING PERSON (See Instructions) CO
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Page 2 of 9
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CUSIP No. 37989P10
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(1) NAME OF REPORTING PERSONS
Elan International Services, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (See Instructions)
WC, OO
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(5) CHECK 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
Bermuda
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Number of (7) SOLE VOTING POWER
Shares 0
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Beneficially (8) SHARED VOTING POWER
Owned 13,503,978
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by Each (9) SOLE DISPOSITIVE POWER
Reporting 0
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Person With (10) SHARED DISPOSITIVE POWER
13,503,978
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,503,978
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(12) CHECK 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)
22.4%
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(14) TYPE OF REPORTING PERSON (See Instructions) CO
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Page 3 of 9
Item 1. Security and Issuer.
Item 1 of Schedule 13D is hereby amended and restated in its entirety as
follows:
This Amendment No. 1 amends Schedule 13D filed with the Securities and
Exchange Commission on January 22, 2004 by Elan Corporation, plc, an Irish
public limited company ("Elan"), and its direct wholly-owned subsidiary,
Elan International Services, Ltd., a Bermuda exempted limited liability
company ("EIS"), with respect to the common stock, $0.01 par value (the
"Common Stock"), of GlycoGenesys, Inc. (the "Issuer"), a Nevada corporation
whose principal offices are located at Park Square Building, 31 St. James
Avenue, 8th Floor, Boston, Massachusetts 02116.
Item 2. Identity and Background.
Item 2 of Schedule 13D is hereby amended and restated in its entirety as
follows:
This Schedule 13D is filed by Elan and EIS. Elan's principal place of
business is Lincoln House, Lincoln Place, Dublin 2, Ireland. Elan is a
worldwide biopharmaceutical company. EIS's principal place of business is
102 St. James Court, Flatts, Smiths, Bermuda FL 04. EIS is an investment
and holding company.
Schedule A to this Schedule 13D sets forth the (a) name, (b) residence
or business address, (c) present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted and (d) citizenship or
place of organization of each executive officer, director and controlling
person of Elan and EIS.
During the last five years, neither Elan, EIS nor any person
identified on Schedule A to this Schedule 13D: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, as a result of which proceeding it was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, United States
federal or state securities laws, or finding any violation with respect to
such laws.
Item 5. Interest in Securities of Issuer.
Item 5 of Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) As of February 2, 2004, Elan (indirectly) and EIS (directly) each
beneficially owned 13,503,978 shares of Common Stock, representing 22.4% of the
outstanding shares of Common Stock (based on 49,636,397 shares of Common Stock
outstanding on January 15, 2004 plus 10,760,072 shares issuable upon exercise or
conversion of the Warrants, the Series A Preferred Stock, Series B Preferred
Stock, including 398,109 shares issuable upon conversion of accrued but unpaid
dividends on the Series B Preferred Stock as of February 2, 2004, and the Series
C Preferred Stock).
(b) As of February 2, 2004, each of Elan and EIS has the shared voting and
dispositive power over 13,503,978 shares of Common Stock. Neither Elan nor EIS
has sole voting or dispositive power over shares of Common Stock.
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(c) From January 27, 2004 through February 2, 2004 EIS sold an aggregate of
702,600 shares of Common Stock in open market transactions as listed below:
Date of Sale Amount Price Per Share
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1/27/04 200 $1.43
1/27/04 1,500 $1.421
1/27/04 22,100 $1.42
1/27/04 1,000 $1.411
1/27/04 9,000 $1.41
1/27/04 19,100 $1.40
1/27/04 5,000 $1.391
1/27/04 18,600 $1.39
1/27/04 3,100 $1.381
1/27/04 23,900 $1.38
1/27/04 700 $1.371
1/27/04 21,400 $1.37
1/28/04 37,600 $1.43
1/28/04 15,900 $1.41
1/28/04 2,000 $1.402
1/28/04 24,500 $1.40
1/28/04 300 $1.39
1/28/04 20,000 $1.38
1/28/04 3,200 $1.36
1/29/04 300 $1.38
1/29/04 1,000 $1.352
1/29/04 6,700 $1.35
1/29/04 5,100 $1.34
1/29/04 5,500 $1.33
1/29/04 3,500 $1.32
1/29/04 2,500 $1.315
1/29/04 13,500 $1.31
1/29/04 221,900 $1.30
1/30/04 16,000 $1.31
1/30/04 1,500 $1.301
1/30/04 196,000 $1.30
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 3, 2004
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
------------------------------------
Name: William F. Daniel
Title: Executive Vice President
and Secretary
Dated: February 3, 2004
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-------------------------------
Name: Kevin Insley
Title: President and Chief
Financial Officer
Page 6 of 9
SCHEDULE A
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director (other than Messrs. Armen, Boushel, Crowley,
Gillespie, Groom, McGowan, McIntyre, McLaughlin, Selkoe, Thornburgh and Tully
and Ms. Gray) of Elan are set forth below:
1. (a) G. Kelly Martin, (b) 345 Park Avenue, New York, New York 10154, (c)
President and Chief Executive Officer, and (d) United States.
2. (a) Shane Cooke, (b) Lincoln House, Lincoln Place, Dublin 2, Ireland, (c)
Executive Vice President and Chief Financial Officer, and (d) Ireland.
3. (a) William F. Daniel (b) Lincoln House, Lincoln Place, Dublin 2, Ireland,
(c) Executive Vice President and Company Secretary, and (d) Ireland.
4. (a) Jean Duvall, (b) 800 Gateway Blvd., South San Francisco, CA 94080, (c)
Executive Vice President and General Counsel, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each director (other than Messrs. Martin and Daniel) of Elan are set forth
below:
1. (a) Garo A. Armen, Ph.D., (b) 630 Fifth Avenue, Suite 2167, New York, New
York 10111, (c) Chairman of the Board and Chief Executive Officer of
Antigenics, Inc., and (d) United States.
2. (a) Brendan E. Boushel, (b) 9 Upper Mount Street, Dublin 2, Ireland, (c)
Retired, and (d) Ireland.
3. (a) Laurence G. Crowley, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Governor (Chairman) Bank of Ireland,
and (d) Ireland.
4. (a) Alan R. Gillespie, Ph.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Chairman, Ulster Bank Limited, and
(d) United Kingdom.
5. (a) Ann Maynard Gray, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
6. (a) John Groom, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United Kingdom.
7. (a) Kieran McGowan, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place Dublin 2, Ireland, (c) Retired, and (d) Ireland.
8. (a) Kevin McIntyre, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Associate Clinical Professor of
Medicine at Harvard Medical School, and (d) United States.
9. (a) Kyran McLaughlin, (b) Davy House, 49 Dawson Street, Dublin 2, Ireland,
(c) Head of Equities and Corporate Finance, Davy Stockbrokers, and (d)
Ireland.
Page 7 of 9
10. (a) Dennis J. Selkoe, M.D., (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Professor of Neurology and
Neuroscience at Harvard Medical School, and (d) United States.
11. (a) Richard L. Thornburgh, (b) c/o Elan Corporation, plc, Lincoln House,
Lincoln Place, Dublin 2, Ireland, (c) Counsel to the law firm of
Kirkpatrick & Lockhart LLP, and (d) United States.
12. (a) Daniel P. Tully, (b) c/o Elan Corporation, plc, Lincoln House, Lincoln
Place, Dublin 2, Ireland, (c) Retired, and (d) United States.
The (a) name, (b) business address, (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and (d) citizenship of
each executive officer and director of EIS are set forth below:
1. (a) Kevin Insley, (b) c/o 102 St. James Court, Flatts, Smiths, Bermuda FL
04, (c) Director, President and Chief Financial Officer, and (d) United
Kingdom.
2. (a) Debra Moore Buryj, (b) c/o 102 St. James Court, Flatts, Smiths, Bermuda
FL 04, (c) Director and Vice President and, (d) United States.
3. (a) David J. Doyle, (b) c/o Clarendon House, 2 Church Street, Hamilton HM
11, Bermuda, (c) Director of EIS, and principal occupation is lawyer, law
firm of Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, and (d) Bermuda.
Page 8 of 9
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Amendment No. 1 to
Schedule 13D with respect to the Common Stock of GlycoGenesys, Inc., dated as
February 3, 2004, is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Dated: February 3, 2004
ELAN CORPORATION, PLC
By: /s/ William F. Daniel
-----------------------------------
Name: William F. Daniel
Title: Executive Vice President
and Secretary
Dated: February 3, 2004
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
-----------------------------------
Name: Kevin Insley
Title: President and Chief
Financial Officer
Page 9 of 9