CUSIP No. 640522108 Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. _____*
Neose Technologies Inc.
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(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
640522108
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(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates, L.L.C. Reboul, MacMurray, Hewitt & Maynard
One Palmer Square 45 Rockefeller Plaza
Princeton, New Jersey 08542 New York, New York 10111
Tel. (609) 683-5656 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 13, 2003
-----------------
(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(b)(3) or (4), check the following box [ ].
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*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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
CUSIP No. 640522108 Page 2 of 8 Pages
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1) Name of Reporting Person Domain Partners V, L.P.
S.S. or I.R.S. Identification
No. of Above Person
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2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting Power
Shares
Beneficially 927,848 shares of Common Stock,
Owned by $.01 par value ("Common Stock")
Each --------------------------------------------
Reporting 8) Shared Voting Power
Person With:
-0-
--------------------------------------------
9) Sole Dispositive Power
927,848 shares of Common Stock
--------------------------------------------
10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially 927,848 shares of
Owned by Each Reporting Person Common Stock
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12) Check if the Aggregate [ ]
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 5.4%
Amount in Row (11)
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14) Type of Reporting
Person PN
CUSIP No. 640522108 Page 3 of 8 Pages
1) Name of Reporting Person DP V Associates, L.P.
S.S. or I.R.S. Identification
No. of Above Person
--------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds WC
--------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power
Shares
Beneficially 21,918 shares of Common Stock,
Owned by $.01 par value ("Common Stock")
Each --------------------------------------------
Reporting 8) Shared Voting Power
Person With:
-0-
--------------------------------------------
9) Sole Dispositive Power
21,918 shares of Common Stock
--------------------------------------------
10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially 21,918 shares of
Owned by Each Reporting Person Common Stock
--------------------------------------------------------------------------------
12) Check if the Aggregate [ ]
Amount in Row (11)
Excludes Certain Shares
--------------------------------------------------------------------------------
13) Percent of Class
Represented by 0.13%
Amount in Row (11)
--------------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 640522108 Page 4 of 8 Pages
Schedule 13D
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Item 1. Security and Issuer.
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This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Neose Technologies, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 102
Witmer Road, Horsham, Pennsylvania 19044.
Item 2. Identity and Background.
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(a) Pursuant to Rules 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D on behalf of Domain
Partners V, L.P., a Delaware limited partnership ("DP V") and DP V Associates,
L.P., a Delaware limited partnership ("DP V A"). DP V and DP V A are sometimes
hereinafter referred to as the "Reporting Persons". The Reporting Persons are
making this single joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act. The agreement between
the Reporting Persons to file as a group (the "Group Agreement") is attached
hereto as Exhibit A.
(b)-(c) DP V and DP V A are Delaware limited partnerships, each of
whose principal business is that of a private investment partnership. The sole
general partner of DP V and DP V A is One Palmer Square Associates V, L.L.C., a
Delaware limited liability company ("OPSA V"), whose principal business is that
of acting as the general partner of DP V and DP V A. The following individuals,
who are citizens of the United States, are the managing members of OPSA V:
(i) James C. Blair
(ii) Brian H. Dovey
(iii) Jesse I. Treu
(iv) Kathleen K. Schoemaker
(v) Arthur J. Klausner
(vi) Robert J. More
The principal business and principal office address of each entity and
person named in this paragraph is One Palmer Square, Princeton, New Jersey
08542.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, 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.
CUSIP No. 640522108 Page 5 of 8 Pages
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
This statement relates to the acquisition on February 13, 2003 by DP V
and DP V A of an aggregate 949,766 shares of Common Stock (the "Shares")
pursuant to a Common Stock Purchase Agreement entered into by and among the
Issuer and DP V and DP V A, among others, on February 13, 2003 (the "Purchase
Agreement"). The Purchase Agreement is attached hereto as Exhibit B, and any
description thereof is qualified in it entirety by reference thereto. The
aggregate purchase price for the Shares was $5,698,596.00 and the source of such
funds was the working capital, or funds available for investment, of DP V and DP
V A.
Item 4. Purpose of Transaction.
----------------------
DP V and DP V A have acquired the Shares for investment purposes.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The following information is based on a total of 17,191,042 shares of
Common Stock outstanding as of February 13, 2003 (comprised of 14,324,279 shares
of Common Stock outstanding as of October 31, 2002, as reported in the Issuer's
Quarterly Report on Form 10-Q for the period ended September 30, 2002 filed with
the Securities and Exchange Commission on November 13, 2002, and 2,866,763
shares of Common Stock issued on February 13, 2003 pursuant to the transactions
contemplated by the Purchase Agreement).
(a)
DP V
----
DP V owns 927,848 shares of Common Stock, or approximately 5.4% of the
Common Stock outstanding. OPSA V, as the general Partner of DP V, may be
deemed to beneficially own the shares of Common Stock owned by DP V.
DP V A
------
DP V A owns 21,918 shares of Common Stock, or approximately 0.13% of
the Common Stock outstanding. OPSA V, as the general Partner of DP V A, may
be deemed to beneficially own the shares of Common Stock owned by DP V A.
(b) The managing members of OPSA V may be deemed to share the power to
vote or direct the voting of and to dispose or to direct the disposition of the
Common Stock owned by DP V and DP V A. Each of the managing members of OPSA V
disclaim beneficial ownership of all shares of Common Stock other than the
shares of Common Stock he or she may own directly, if any, or by virtue of his
or her indirect pro rata interest, as a managing member of OPSA V, in the Common
Stock owned by DP V and/or DP V A.
CUSIP No. 640522108 Page 6 of 8 Pages
(c) Not applicable.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on, or the proceeds from sales of, the shares of
Common Stock owned by DP V or DP V A.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Pursuant to the Purchase Agreement, and as further described therein,
the Issuer has agreed to file a registration statement on Form S-3 with the
Securities and Exchange Commission within forty-five days of the Closing Date
(as defined in the Purchase Agreement), covering the resale of the Shares.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A - Group Agreement (Appears at page 8)
Exhibit B - Purchase Agreement
CUSIP No. 640522108 Page 7 of 8 Pages
Signature
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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: February 21, 2003
DOMAIN PARTNERS V, L.P.
By: One Palmer Square Associates V,
L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
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Managing Member
DP V ASSOCIATES, L.P.
By: One Palmer Square Associates V,
L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
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Managing Member
CUSIP No. 640522108 Page 8 of 8 Pages
EXHIBIT A
AGREEMENT OF
DOMAIN PARTNERS V, L.P.
AND
DP V ASSOCIATES, L.P.
PURSUANT TO RULE 13d-1(k)
-------------------------
The undersigned hereby agree that the Statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of 13d-1(k) under the Securities Exchange Act
of 1934, as amended.
Dated: February 21, 2003
DOMAIN PARTNERS V, L.P.
By: One Palmer Square Associates V,
L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
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Managing Member
DP V ASSOCIATES, L.P.
By: One Palmer Square Associates V,
L.L.C., General Partner
By /s/ Kathleen K. Schoemaker
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Managing Member