UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)
ANORMED,
INC.
|
(Name
of Issuer)
|
|
|
|
Common
Stock, no par value per share
|
(Title
of Class of Securities)
|
|
|
|
|
035910108
|
|
|
(CUSIP
Number)
|
|
|
|
|
Leo
Kirby
667
Madison Avenue, 19th Floor
New
York, NY 10021
(212)
521-2418
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
|
|
|
|
November
4, 2005
|
|
|
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. o
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 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
(the “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).
SCHEDULE
13D
CUSIP
No. 035910108
|
|
Page 2 of
8
Pages
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Julian
C. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
X
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
|
o |
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
6,271,500
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
6,271,500
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,271,500
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
o |
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
SCHEDULE
13D
CUSIP
No. 035910108
|
|
Page
3
of
8 Pages
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Felix
J. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) X
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
|
o |
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
20,000
|
8
|
SHARED
VOTING POWER
6,271,500
|
9
|
SOLE
DISPOSITIVE POWER
20,000
|
10
|
SHARED
DISPOSITIVE POWER
6,271,500
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,291,500
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
o |
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Item
1. Security
and Issuer.
This
statement on Schedule 13D relates to the common stock, no par value (the
“Common
Stock”), of Anormed Inc, a Canadian corporation (the “Company”), whose principal
executive offices are located at 200-20353 64th
Avenue,
Langley, British Columbia, Canada V2Y 1N5.
Item
2. Identity
and Background.
This
statement is being filed by Julian C. Baker and Felix J. Baker (each, a
“Reporting Person”), each of whom is a United States citizen. Set forth below is
certain information with respect to each Reporting Person:
Name
|
Business
Address
|
Present
Principal Occupation
|
Julian
C. Baker
|
667
Madison Avenue
New
York, NY 10021
|
Managing
Member, Baker Bros. Advisors, LLC (an entity engaged in investment
activities)
|
Felix
J. Baker
|
667
Madison Avenue
New
York, NY 10021
|
Managing
Member, Baker Bros. Advisors, LLC (an entity engaged in investment
activities)
|
During
the last five years, none of the Reporting Persons has been convicted in
any
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
has been a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction resulting in his being 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
violations with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration.
The
funds
used to purchase the shares of Common Stock reported in Item 5 below were
provided from the available working capital of the entities there
indicated.
Item
4. Purpose
of Transaction.
The
entities referred to in Item 5 below acquired the shares of Common Stock
set
forth therein solely for investment. The Reporting Persons expect to review
from
time to time the investment positions of these entities and may, depending
on
market and other conditions, increase or decrease their holdings.
Whether
the entities purchase any additional shares of Common Stock or dispose of
any
shares of Common Stock, and the amount and timing of any such transactions,
will
depend upon the Reporting Persons’ continuing assessments of pertinent factors,
including the availability of shares of Common Stock for purchase at particular
price levels, the Company’s business and prospects, other business investment
opportunities, economic conditions, stock market conditions, money market
conditions, the attitudes and actions of the Board of Directors and management
of the Company, the availability and nature of opportunities to dispose of
shares in the Company and other plans and requirements of the particular
entities. Depending upon their assessments of these factors from time to
time,
the Reporting Persons may change their present intentions as stated above,
including determining to acquire additional shares of Common Stock (by means
of
open market or privately negotiated purchases) or to dispose of some or all
of
the shares of Common Stock under their control. The Reporting Persons do
not
have any plans or proposals with respect to any extraordinary corporate
transaction involving the Company or any sale of its assets or any change
in its
Board of Directors, management, capitalization, dividend strategy, charter
or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities including,
without limitation, those matters described in subparagraphs (a) though (j)
of
Item 4 of Schedule 13D.
Felix
J.
Baker is a Director of the Company.
Item
5. Interest
in Securities of the Issuer.
Because
of certain business relationships among the Reporting Persons, they are filing
as if they constitute a group solely for informational purposes. However,
the
filing of this statement is not an admission by any Reporting Person that
such
Reporting Person and any other Reporting Person or Reporting Persons constitute
a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, or Rule 13d-5 thereunder. Each Reporting Person disclaims
beneficial ownership of any shares of Common Stock owned by any other Reporting
Person, except to the extent that beneficial ownership is expressly reported
herein.
Set
forth
in the table below is the aggregate number of shares of Common Stock owned,
including shares that may be acquired upon the exercise of options within
by
each of the following on November 4, 2005, together with the percentage of
outstanding shares of Common Stock that such ownership represents based upon
31,845,692 shares outstanding as reported on the Company’s 1st
fiscal
quarter consolidated financial statement ended June 30, 2005.
Name
|
|
Number
of Shares
|
|
Percent
of Class
Outstanding
|
Baker/Tisch
Investments, L.P.
|
|
28,177
|
|
|
0.1%
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments, L.P.
|
|
232,825
|
|
|
0.7%
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
264,381
|
|
|
0.8%
|
|
|
|
|
|
|
|
|
Baker
Biotech Fund I, L.P.
|
|
2,639,232
|
|
|
8.3%
|
|
|
|
|
|
|
|
|
Baker
Biotech Fund II, L.P.
|
|
2,428,805
|
|
|
7.6%
|
|
|
|
|
|
|
|
|
Baker
Biotech Fund II (Z), L.P.
|
|
331,281
|
|
|
1.0%
|
|
|
|
|
|
|
|
|
Baker
Biotech Fund III, L.P.
|
|
271,383
|
|
|
0.9%
|
|
|
|
|
|
|
|
|
Baker
Biotech Fund III (Z), L.P.
|
|
52,873
|
|
|
0.2%
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
22,543
|
|
|
0.1%
|
|
|
|
|
|
|
|
|
Felix
J. Baker
|
|
20,000
|
|
|
0.1%
|
|
|
|
|
|
|
|
|
Total
|
|
6,291,500
|
|
|
19.7%
|
|
By
virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships listed in the table above, Julian C.
Baker
and Felix J. Baker may each be deemed to be beneficial owners of shares owned
by
such entities and may be deemed to have shared power to vote or direct the
vote
of and shared power to dispose or direct the disposition of such securities.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Issuer.
Except
as
reported herein, neither of the Reporting Persons has any express contracts,
arrangements or understandings with any other Reporting Person with respect
to
the securities of the Company. Except as set forth in Item 7 below, none
of the
Reporting Persons has any contracts, arrangements, understandings or
relationships with the Company.
Item
7. Material
to Be Filed as Exhibits.
Exhibit
1. Agreement
regarding the joint filing of this statement.
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.
|
|
|
Date: November
14, 2005 |
By: |
/s/ Julian
C. Baker |
|
Julian
C. Baker |
|
|
|
|
By: |
/s/ Felix
J. Baker |
|
Felix
J. Baker |
EXHIBIT
1
AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, the undersigned hereby agree that this Statement on Schedule 13D
relating to the Common Stock, no par value, of Anormed, Inc. is being filed
with
the Securities and Exchange Commission on behalf of each of them.
|
|
|
Date: November
14, 2005 |
By: |
/s/ Julian
C. Baker |
|
Julian
C. Baker |
|
|
|
|
By: |
/s/ Felix
J. Baker |
|
Felix
J. Baker |