UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Tercica, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
88078L105
(CUSIP Number)
Jeffrey I. Martin
Rho Capital Partners, Inc.
152 West 57th Street, 23rd Floor
New York, New York 10019
212-751-6677
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 18, 2006
(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 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.
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1/ 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).
This Amendment No. 4 to Schedule 13D for Tercica, Inc., a Delaware
corporation ("Tercica" or the "Company"), amends a statement on Schedule 13D
originally dated March 22, 2004, as amended as of January 31, 2005 and January
23, 2006, with respect to shares ("Shares") of Tercica Common Stock, par value
$0.001 per share, beneficially owned by Rho Capital Partners, Inc., a New York
corporation ("Rho"), its controlling shareholders Joshua Ruch, Habib Kairouz
and Mark Leschly, and the following affiliated investment vehicles: Rho
Ventures IV, L.P.; Rho Ventures IV (QP), L.P.; Rho Ventures IV GmbH & Co.
Beteiligungs KG; Rho Management Trust I; Rho Management Ventures IV, LLC; Rho
Capital Partners Verwaltungs GmbH; Drakensberg, L.P.; and Kariba LLC
(collectively, the "Reporting Persons").
On July 18, 2006, Tercica and Ipsen, S.A., a French societe
anonyme ("Ipsen"), announced a strategic collaboration (the "Transaction") as
part of which it is expected that Ipsen will acquire newly issued shares of
Tercica Common Stock, representing 25% of its outstanding stock, together with
convertible notes and warrants which could permit Ipsen to increase its
ownership in the Company to 40%.
In connection with the Transaction, the Reporting Persons have
entered into various agreements with the Company, its other stockholders, and
Ipsen and its affiliates (collectively, the "Transaction Documents"), which
affect the rights of the Reporting Persons to vote and/or to dispose of the
shares of Tercica Common Stock owned by them. This Amendment accordingly is
filed in order to amend items 6 and 7, and item 1, in the Schedule 13D as
previously filed, as follows:
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $0.001 par value
per share of Tercica, Inc., a Delaware corporation. The principal executive
offices of Tercica are located at 2000 Sierra Point Parkway, Suite 400,
Brisbane, California 94005.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In connection with the Transaction, certain of the Reporting Persons
have entered into a Voting Agreement, dated July 18, 2006 (the "Voting
Agreement"), with Ipsen and Suraypharm, a French subsidiary of Ipsen
("Suraypharm"), by which such Reporting Persons have agreed (1) to vote their
Shares for approval of the Transaction, and against actions which would
interfere with consummation of the Transaction, until the date of the first
closing of the Transaction (or termination thereof), (2) to vote their Shares
in favor of each Director that Ipsen is entitled to nominate pursuant to
Section 2.4 of the Affiliation Agreement (as defined in the Transaction
Documents), and to vote their Shares in favor of any transactions contemplated
by the Transaction Documents, for so long as Ipsen remains entitled to appoint
a director to the Board of Directors of the Company; provided, that the
Reporting Persons are not thereby obligated with respect to any matter set
forth in Section 2.7 of the Affiliation Agreement, (3) until the first closing
of the Transaction, not to (A) sell, assign, transfer or otherwise dispose of,
or permit to be sold, assigned, transferred or otherwise disposed of, any of
the Shares of such Reporting Person (except as Ipsen may agree); or (B) grant
any proxy, or create a voting trust, voting agreement or similar arrangement
with respect to its Shares, other than the Voting Agreement; provided, that if
the first closing has not occurred by the dates specified in the Transaction
Documents, certain transfers of Shares shall be permitted (the "Lock-Up
Agreement"); and (4) until the first closing of the Transaction, not to (A)
negotiate, authorize, recommend, enter into ,or propose to enter into, any
investment transaction, merger, strategic alliance, joint venture or any
similar transaction involving the Company (a "Competing Transaction") with any
person other than Ipsen, (B) continue any pending discussions or negotiations
with any other third party concerning any previously proposed Competing
Transaction, (C) knowingly encourage, solicit or initiate discussions,
negotiations or submissions of proposals, indications of interest or offers in
respect of a Competing Transaction, or (D) knowingly furnish or cause to be
furnished to any person any information in furtherance of a Competing
Transaction. The foregoing summary of the terms of the Voting Agreement is
qualified by reference to the full text of section 3 of the Voting Agreement,
which is included as Exhibit A to this Amendment No. 4, and is incorporated
herein by reference.
Also in connection with the Transaction, the Company issued to Rho
on behalf of the Reporting Persons a letter agreement, dated July 18, 2006, by
which the Company agreed not to extend the date of the first closing for the
Transaction beyond certain dates specified in the Transaction Documents,
without the consent of Rho or the release of each of the Reporting Persons
from their respective obligations under the Lockup Agreement. The foregoing
summary of such letter agreement is qualified by reference to the full text of
such letter agreement, which is included as Exhibit B to this Amendment No. 4,
and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
The following document is filed as an exhibit in substitution of
previously filed Exhibit A, which is no longer effective:
A. Voting Agreement, dated July 18, 2006, among Tercica, Ipsen, Suraypharm,
and certain of the Reporting Persons.
The following document is filed as Exhibit B:
B. Letter Agreement, dated July 18, 2006, from Tercica to Rho.
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.
Dated: July 24, 2006.
RHO CAPITAL PARTNERS, INC.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
/s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Joshua Ruch
/s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Habib Kairouz
/s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Mark Leschly
RHO VENTURES IV, L.P.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO MANAGEMENT VENTURES IV, LLC
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO VENTURES IV (QP), L.P.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO VENTURES IV GmbH & CO. BETEILIGUNGS KG
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO CAPITAL PARTNERS VERWALTUNGS GmbH
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO MANAGEMENT TRUST I
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
DRAKENSBERG, L.P.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
KARIBA LLC
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer