===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 4 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------
PATHOGENESIS CORPORATION
(Name of Subject Company)
PATHOGENESIS CORPORATION
(Name of Person Filing Statement)
---------------------------
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
---------------------------
70321E 10 4
(CUSIP Number of Class of Securities)
---------------------------
WILBUR H. GANTZ
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PATHOGENESIS CORPORATION
201 ELLIOTT AVENUE WEST
SEATTLE, WASHINGTON 98119
(206) 467-8100
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
---------------------------
COPY TO:
ALISON S. RESSLER, ESQ.
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 712-6600
---------------------------
/ / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
===============================================================================
AMENDMENT NO. 4 TO SCHEDULE 14D-9
This Amendment No. 4 to Schedule 14D-9 amends and supplements the
Schedule 14D-9 initially filed with the Securities and Exchange Commission on
August 21, 2000 by PathoGenesis Corporation (the "Company") and amended by
Amendment No. 1 to Schedule 14D-9 filed with the Securities and Exchange
Commission on August 31, 2000, Amendment No. 2 to Schedule 14D-9 filed with
the Securities and Exchange Commission on September 14, 2000 and Amendment
No. 3 to Schedule 14D-9 filed with the Securities and Exchange Commission on
October 20, 2000 (as amended, the "Schedule 14D-9"), relating to a tender
offer commenced by Picard Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Chiron Corporation, a Delaware corporation, on
August 21, 2000 to purchase all of the outstanding shares of common stock,
par value $0.001 per share, of the Company.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit (filed herewith):
EXHIBIT DESCRIPTION
NO.
- -------------------------------------------------------------------------------
(e)(2) Collaboration Agreement, dated as of December 15, 2000, by
and between Chiron and the Company.*
* Confidential treatment requested; confidential petition filed separately
with the Securities and Exchange Commission.
SIGNATURE
After due 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.
PATHOGENESIS CORPORATION
By: /s/ James R. Sulat
------------------------
Name: James R. Sulat
Title: Vice President
Dated: April 9, 2001