UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* La Jolla Pharmaceutical Company ---------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share ------------------------------------------------------------------ (Title of Class of Securities) 503459109 ---------- (CUSIP Number) Jose M. de Lasa, 100 Abbott Park Road Abbott Park, Illinois 60064-6049; Phone 847 937 8905 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2001 ------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 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 in 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).
CUSIP No. 503459109 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Abbott Laboratories IRS Identification No. 36-0698440 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] --- (b) [ ] --- - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --- - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES 2,954,604 BENEFICIALLY ---------------------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING ---------------------------------------------------------- PERSON WITH (9) SOLE DISPOSITIVE POWER 2,954,604 ---------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,954,604 - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] --- - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% (see Item 5 below) - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 2 of 6 pages
The following information amends and supplements the Schedule 13D filed on January 2, 1997 (the "Schedule 13D"), the First Amendment to the Schedule 13D filed on September 26, 1997, and the Second Amendment to the Schedule 13D filed on December 17, 1998. ITEM 1. SECURITY AND ISSUER This statement relates to shares of the common stock, par value $ .01 per share (the "Common Stock"), of La Jolla Pharmaceutical Company, a Delaware corporation (the "Issuer"), whose principal executive offices are located at 6455 Nancy Ridge Drive, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND (a) - (c), and (f) The person filing this statement is Abbott Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products and services. Abbott's principal office is located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. The names, citizenship, business addresses, present principal occupation or employment and the name, and the principal business and address of any corporation or other organization in which such employment is conducted of the directors and executive officers of Abbott are as set forth in Exhibit 1 hereto and incorporated herein by this reference. (d) and (e) Neither Abbott, nor to the best of its knowledge, any person listed on Exhibit 1 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of April 11, 2001, Abbott was the beneficial owner of 2,954,604 shares of Common Stock (the "Shares"), representing approximately 8.4% of the outstanding shares of the Common Stock. (b) Abbott has sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Shares. (c) In the past 60 days, Abbott has effected the following open market sales of the Common Stock: Page 3 of 6 pages
Date Number of Shares Sold Average Price Per Share ---- --------------------- ----------------------- February 20, 2001 4,000 $6.125 March 21, 2001 7,000 $5.25 March 23, 2001 5,000 $5.0313 March 27, 2001 10,000 $5.0625 March 28, 2001 10,000 $5.15 March 29, 2001 5,000 $5.1563 March 30, 2001 7,000 $5.4018 April 6, 2001 2,000 $5.1875 April 10, 2001 265,000 $5.1383 April 11, 2001 100,000 $5.55 April 16, 2001 5,000 $5.20 (d) No one other than Abbott is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from a sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The summary of certain terms of the following agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the agreement and reference is made to the full text of such agreement, which is filed as an exhibit to this Statement and is incorporated herein by reference. Abbott and the Issuer have entered into a Waiver of Contractual Restrictions agreement (the "Agreement"), dated February 6, 2001. Under the Agreement, the Issuer waives (i) certain contractual restrictions on the transfer of the Shares and (ii) its right of first refusal with respect to the sale of the Shares by Abbott. Abbott waives (i) its contractual rights to receive certain periodic reports from the Issuer and (ii) its right of first refusal with respect to certain new issuances of securities of the Issuer. These contractual matters are described in greater detail in Item 6 of the Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Information Concerning Executive Officers and Directors of Abbott Laboratories. Exhibit 2 - Waiver of Contractual Restrictions, dated as of February 6, 2001. ******************************** Page 4 of 6 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. Abbott Laboratories DATED: April 17, 2001 By: /s/ Thomas C. Freyman ----------------------------------------- Thomas C. Freyman, Senior Vice President, Finance and Chief Financial Officer Page 5 of 6 pages
EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 1 Information Concerning Executive Officers and Directors of Abbott Laboratories. 2 Waiver of Contractual Restrictions, dated as of February 6, 2001. Page 6 of 6 pages
Exhibit 1 Information Concerning Executive Officers and Directors of Abbott Laboratories --------------------------------- The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and, where applicable, the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual. POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT NAME AND BUSINESS ADDRESS CITIZENSHIP CORPORATE OFFICERS - ------------------ Miles D. White(1) Chairman of the Board and Chief Executive Officer U.S.A. Jeffrey M. Leiden(1) Executive President, Pharmaceuticals and Director U.S.A. Richard A. Gonzales(1) Executive President, Medical Products U.S.A. Joy A. Amundson(1) Senior Vice President, Ross Products U.S.A. Christopher B. Begley(1) Senior Vice President, Hospital Products U.S.A. Thomas D. Brown(1) Senior Vice President, Diagnostic Operations U.S.A. Jose M. de Lasa(1) Senior Vice President, Secretary and General U.S.A. Counsel William G. Dempsey(1) Senior Vice President, International U.S.A. Operations Thomas C. Freyman(1) Senior Vice President, Finance and Chief Financial U.S.A. Officer Arthur J. Higgins(1) Senior Vice President, Pharmaceutical Operations United Kingdom
CORPORATE OFFICERS - ------------------ Continued - ------------------ Thomas M. Wascoe(1) Senior Vice President, Human Resources U.S.A. Lance B. Wyatt(1) Senior Vice President, Specialty Products U.S.A. Catherine V. Babington Vice President, Investor Relations and Public U.S.A. Affairs Patrick J. Balthrop Vice President, Diagnostic Commercial U.S.A. Operations Mark E. Barmak Vice President, Government Affairs U.S.A. Michael G. Beatrice Vice President, Corporate Regulatory U.S.A. Christopher A. Bleck Vice President, Pediatrics, Ross Products U.S.A. Douglas C. Bryant Vice President, Diagnostic Operations, Asia U.S.A. and Pacific Gary R. Byers Vice President, Internal Audit U.S.A. Thomas F. Chen Vice President, Pacific, Asia, and Africa U.S.A. Operations Edward J. Fiorentino Vice President, Pharmaceutical Products, U.S.A. Marketing, and Sales Gary L. Flynn(1) Vice President and Controller U.S.A. Stephen R. Fussell Vice President, Compensation and Development U.S.A. David B. Goffredo Vice President, European Operations U.S.A. Robert B. Hance Vice President, Diagnostic Operations, Europe, Africa U.S.A. and Middle East Guillermo A. Herrera Vice President, Latin America and Canada Colombia Operations James J. Koziarz, Ph.D. Vice President, Diagnostic Products Research U.S.A. and Development John C. Landgraf Vice President, Corporate Engineering U.S.A. Elaine R. Leavenworth Vice President, Abbott HealthSystems U.S.A. John M. Leonard Vice President, Pharmaceutical Development U.S.A.
CORPORATE OFFICERS - ------------------ Continued - ------------------ Greg W. Linder Vice President and Treasurer U.S.A. John F. Lussen Vice President, Taxes U.S.A. Edward L. Michael Vice President, Diagnostic Assays and Systems U.S.A. Karen L. Miller Vice President, Information Technology U.S.A. Daniel W. Norbeck Vice President, Pharmaceutical Discovery U.S.A. Edward A. Ogunro Vice President, Hospital Products Research and U.S.A. Development, Medical and Regulatory Affairs Marcia A. Thomas Vice President, Diagnostic Quality Assurance, U.S.A. Regulatory Affairs and Compliance Steven J. Weger Vice President, Corporate Planning and U.S.A. Development Susan M. Widner Vice President, Diagnostic Operations, U.S. U.S.A. and Canada (1) Pursuant to Item 401 (b) of Regulation S-K Abbott has identified these persons as "executive officers" within the meaning of Item 401 (b).
POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT NAME AND BUSINESS ADDRESS CITIZENSHIP DIRECTORS - --------- Roxanne S. Austin Corporate Senior Vice President and Chief U.S.A. Financial Officer Hughes Electronics Corporation P. O. Box 956 200 N. Sepulveda Blvd. El Segundo, California 90245-0956 H. Laurance Fuller Retired Co-Chairman, U.S.A. BP Amoco, p.l.c. c/o Primacy Business Center 1111 E. Warrenville Road Suite 257 Naperville, Illinois 60563 Jack M. Greenberg Chairman and Chief Executive Officer U.S.A. McDonald's Corporation One Kroc Drive Oak Brook, Illinois 60521 David A. Jones Chairman of the Board U.S.A. Humana Inc. 500 W. Main Street Humana Building Louisville, Kentucky 40202 Jeffrey M. Leiden Officer of Abbott U.S.A. The Rt. Hon. the Lord Physician, Politician, and Businessman United Kingdom Owen CH House of Lords Westminster, London SW1A 0PW, England Boone Powell, Jr. Chairman U.S.A. Baylor Health Care System 3500 Gaston Avenue Dallas, Texas 75246
DIRECTORS - Continued - --------------------- Addison Barry Rand Former Chairman and Chief Executive Officer U.S.A. Avis Group 900 Old Country Road Garden City, New York 11530 Dr. W. Ann Reynolds President U.S.A. The University of Alabama at Birmingham AB 1070 701 20th Street South Birmingham, Alabama 35294-0110 Roy S. Roberts Retired Group Vice President U.S.A. North American Vehicle Sales, Service and Marketing General Motors 317 Pine Ridge Drive Bloomfield Hills, Michigan 48304 William D. Smithburg Retired Chairman, President and Chief U.S.A. Executive Officer The Quaker Oats Company 676 N. Michigan Avenue Suite 3860 Chicago, Illinois 60611 John R. Walter Chairman U.S.A. Manpower, Inc. 5301 N. Ironwood Road Milwaukee, Wisconsin 53217 Miles D. White Officer of Abbott U.S.A.
EXHIBIT 2 WAIVER OF CONTRACTUAL RESTRICTIONS This Waiver (this "WAIVER") is entered into on February 6, 2001 by and between La Jolla Pharmaceutical Company ("LJP") and Abbott Laboratories ("ABBOTT"). RECITALS WHEREAS, LJP and Abbott entered into that certain Stock Purchase Agreement, dated December 23, 1996 (the "AGREEMENT"); WHEREAS, Abbott acquired certain shares of common stock of LJP (the "SHARES") under the Agreement; WHEREAS, Abbott desires to sell the Shares from time to time without the restrictions currently imposed by the Agreement; and WHEREAS, Abbott and LJP mutually desire to terminate certain rights that each has under the Agreement. NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained, the parties hereto hereby agree as follows: AGREEMENT 1. WAIVER OF LJP. LJP hereby fully, finally and irrevocably waives the following: (a) the restrictions on transfer contained in Section 5(b) of the Agreement; (b) its right of first refusal contained in Section 5(c) of the Agreement; and (c) Abbott's obligation to cause certain subsequent purchasers of the Shares to be bound by the terms of the Agreement contained in Section 5(e) of the Agreement. 2. RELIANCE BY ABBOTT. LJP agrees that Abbott may rely on this Waiver in disposing of the Shares without regard to the sale and transfer restrictions contained in the Agreement and without offering LJP the opportunity to purchase the Shares, as previously required by the Agreement. Notwithstanding the foregoing, if and to the extent that it is reasonably practicable, Abbott will give LJP 48 hours written notice prior to selling a significant amount of its Shares. 3. WAIVER OF ABBOTT. Abbott hereby fully, finally and irrevocably waives the following: (a) its right to receive reports that LJP periodically files with the Securities and Exchange Commission contained in Section 5(a) of the Agreement; (b) LJP's Nasdaq obligations contained in Section 5(f) of the Agreement; (c) its right of first refusal on new issuances of securities of the LJP contained
in Section 5(h) of the Agreement; and (d) its rights contained in Section 6 of the Agreement, including, without limitation, its demand registration rights under Section 6(a) of the Agreement, if any currently exist, and its incidental registration rights under Section 6(c) of the Agreement. 4. RELEASE OF ABBOTT. LJP, for itself and its agents, successors and assigns, does hereby forever release and discharge Abbott, and any of its past or present agents, employees, officers, directors, attorneys from causes of action, losses, promises, damages, costs, expenses, liabilities and demands of whatsoever character, nature and kind, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way related to the actions, conduct, omissions or events related to or arising out of this Waiver. 5. RELEASE OF THE LJP. Abbott, for itself and its agents, successors and assigns, does hereby forever release and discharge LJP, and any of its past or present agents, employees, officers, directors, attorneys from causes of action, losses, promises, damages, costs, expenses, liabilities and demands of whatsoever character, nature and kind, known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way related to the actions, conduct, omissions or events related to or arising out of this Waiver. 6. WAIVER OF SECTION 1542 OF THE CIVIL CODE. The parties specifically understand, acknowledge and agree that the releases enumerated in SECTIONS 4 AND 5 of this Waiver are a full and final releases, which shall be effective as a bar to all actions, claims, counterclaims, obligations, causes of action, losses, promises, damages, costs, expenses, liabilities and demands of whatsoever character, nature and kind, known and unknown, suspected or unsuspected, fixed or contingent, hereinabove specified to be so barred. The parties, having been fully advised by their respective counsel, hereby expressly and voluntarily waive all rights or benefits that they and each of them might otherwise have under the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows, and under all federal, state and/or common law statutes or principles of similar effect: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 7. COUNTERPARTS. This Waiver may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument, and signatures transmitted electronically or by facsimile will be deemed original signatures. 2
IN WITNESS WHEREOF, LJP and Abbott each have caused this Waiver to be executed by a duly authorized officer as of the date first written above. LA JOLLA PHARMACEUTICAL COMPANY: --------------------------------------- Steven B. Engle, Chief Executive Officer ABBOTT LABORATORIES: --------------------------------------- Greg W. Linder Vice President and Treasurer 3