SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 17, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Oncogenex
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, $.001 par value
(Title of
Class of Securities)
68230A
106
(CUSIP
Number)
Tony
Rautava (604) 895-7255
GrowthWorks
Capital Ltd., 2600 – 1055 W. Georgia St., Vancouver, B.C., Canada V6E
3R5
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
31, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
*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).
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CUSIP
No. 68230A 106
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13D
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Page
2 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS.
Working
Opportunity Fund (EVCC) Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
shares
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8
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SHARED
VOTING POWER
508,844 shares
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9
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SOLE
DISPOSITIVE POWER
0
shares
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10
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SHARED
DISPOSITIVE POWER
508,844 shares
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,844 shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2
of 8 pages
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CUSIP
No. 68230A 106
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13D
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Page 3
of 8 Pages
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1
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NAMES
OF REPORTING PERSONS.
GrowthWorks
Capital Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ]
|
||
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3
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SEC
USE ONLY
|
||
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
shares
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8
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SHARED
VOTING POWER
508,844 shares
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||
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9
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SOLE
DISPOSITIVE POWER
0
shares
|
||
|
10
|
SHARED
DISPOSITIVE POWER
508,844 shares
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,844 shares
|
||
|
12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 3
of 8 pages
Schedule
13D
This
Amendment No. 2 to Schedule 13D is being filed by Working Opportunity Fund
(EVCC) Ltd. and Growth Works Capital Ltd. to amend the Schedule 13D, as amended
which was originally filed on September 2, 2008.
Item 1.
Security and
Issuer.
This statement relates to the Common
Stock, $0.001 par value (the “Common Stock”), of Oncogenex Pharmaceuticals, Inc.
(the “Issuer”) having its principal executive office at 1522 217th Place
S.E., Bothell, WA 98021.
Item
2. Identity and
Background.
(a) This
statement is being filed by: Working Opportunity Fund (EVCC) Ltd. (“WOF”) and
GrowthWorks Capital Ltd. (“GrowthWorks”). WOF and GrowthWorks are
referred to herein collectively as the “Reporting Persons”.
(b) – (c) The address of the
principal business office of the Reporting Persons is 2600 – 1055 W.
Georgia St., Vancouver, B.C., Canada V6E 3R5. The principal business
of WOF is to make investments. The principal business of GrowthWorks
is investment management. To the knowledge of the Reporting Persons, based
solely on information provided by persons listed on Schedule A, the
name, place of residence, present principal occupation or employment and
citizenship of each director and executive officer of WOF and GrowthWorks are
set forth in Schedule A, attached hereto and incorporated by
reference.
(d) During
the five years prior to the date hereof, none of the Reporting Persons, nor to
the knowledge of the Reporting Persons based solely on regulatory filings made
by the persons listed on Schedule A, any of the persons listed on Schedule A,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During
the five years prior to the date hereof, none of the Reporting Persons, nor to
the knowledge of the Reporting Persons, based solely on regulatory filings made
by the persons listed on Schedule A, any of the persons listed on Schedule A,
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.
(f) WOF
is a corporation organized under the laws of the Province of British Columbia,
Canada and GrowthWorks is a corporation organized under the laws of
Canada.
Item
3. Source and
Amount of Funds or Other Consideration.
WOF is the record owner of
508,844 shares of Common Stock of the Issuer (the “Record
Shares”). Prior to August 21, 2008, WOF held shares of common stock
of OncoGenex Technologies Inc. (“OncoGenex”). Pursuant to that
certain Arrangement Agreement dated as of May 27, 2008 (the “Arrangement
Agreement”), by and between Sonus Pharmaceuticals, Inc. (“Sonus”) and OncoGenex,
and providing for the business combination (the “Business Combination”) of Sonus
and OncoGenex, the outstanding shares of OncoGenex were exchanged for
shares of the Issuer. The Business Combination became effective on
August 21, 2008, and in connection therewith, Sonus changed its name to
Oncogenex Pharmaceuticals, Inc. (the Issuer’s name). Pursuant to the
Arrangement Agreement and as a result of the Business Combination, on August 21,
2008, WOF, as a former shareholder of OncoGenex, received 315,021 shares of
Common Stock of the Issuer. The Arrangement Agreement also provided
that, upon consummation of the Business Combination, certain shares of Common
Stock of the Issuer, including 193,823 shares of Common Stock of the Issuer for
the benefit of WOF (the “Escrowed
Page 4
of 8 pages
Shares”),
were placed into escrow to be released upon the achievement of certain
milestones by the Issuer. The Escrowed Shares are being held in
escrow pursuant to that certain Escrow Agreement dated as of August 21, 2008 by
and among the Issuer, Computershare Trust Company of Canada, as escrow agent and
WOF. On August 21, 2008, the Issuer achieved one of these milestones
and as a result, 48,456 shares of the Escrowed Shares were released to
WOF. On December 8, 2008, the remaining milestone was achieved.
On December 14, 2008, the remaining Escrow Shares were released to
WOF.
References to, and the descriptions of,
the Arrangement Agreement and the Escrow Agreement are qualified in their
entirety by reference to the full text of the Arrangement Agreement and the
Escrow Agreement, which agreements are filed as Exhibit 7.02 and 7.03 hereto,
and which are incorporated herein by reference.
Item
4. Purpose of
Transaction.
(a) – (b) WOF acquired the Record
Shares as a result of the Business Combination.
References to, and descriptions of, the
Arrangement Agreement and the Escrow Agreement, are qualified in their entirety
by reference to the full text of such agreeents, which agreements are filed as
Exhibits 7.02 and 7.03 hereto and which are incorporated herein by
reference.
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(c)
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Not
applicable.
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(d)
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In
connection with the Business Combination, the board of directors of the
Issuer was increased from five to seven directors, two directors resigned
and three new directors were appointed to the board, including Patrick R.
Brady, Vice President, Investments, of
GrowthWorks.
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(e)
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Other
than as a result of the Business Combination, not
applicable.
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(f)
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Other
than as a result of the Business Combination, not
applicable.
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(g)
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Other
than as a result of the Business Combination, not
applicable.
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(h)
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Not
applicable.
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(i)
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Not
applicable.
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(j)
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Not
applicable.
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Item 5.
Interest in
Securities of the Issuer.
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(a)
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WOF
is the record owner of the Record Shares (i.e., 508,844 shares of Common
Stock). As the investment manager of WOF, GrowthWorks may be
deemed to beneficially own the Record Shares. Each of the
Reporting Persons expressly disclaims beneficial ownership of the Record
Shares, except any
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Page 5
of 8 pages
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shares
in which they have an actual pecuniary interest. Pat Brady holds
options to purchase 17,000 shares of the Issuer's stock, which is held in
trust for WOF. None of the individuals listed on Schedule A owns any
shares of Common Stock of the
Issuer.
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The beneficial ownership of the Record
Shares represent 9.5% of the Common Stock of the Issuer, which percentage is
calculated based upon 5,513,643 shares of Common Stock reported to be
outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 10, 2008, plus the options to
purchase 17,000 shares held in trust for WOF.
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(b)
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Number
of shares as to which such person
has:
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(i) sole
power to vote or to direct the vote:
Not
applicable
(ii) shared
power to vote or direct the vote:
WOF: 508,844
shares
GrowthWorks: 508,844
shares
(iii) sole
power to dispose or to direct the disposition:
Not
applicable
(iv) shared
power to dispose or to direct the disposition:
WOF: 508,844
shares
GrowthWorks: 508,844
shares
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(c)
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Other
than as a result of the Business Combination, not
applicable.
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(d)
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Not
applicable.
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(e)
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Not
Applicable.
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Item
6. Contracts, Arrangements,
Undertakings or Relationships with Respect to Securities of the
Issuer.
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Other
than as described in this Schedule 13D or as set forth in or contemplated
by the Arrangement Agreement and the Escrow Agreement which are filed as
Exhibits 7.02 and 7.03 hereto and which are incorporated herein by
reference, to the knowledge of the Reporting Persons, there are no
contracts, arrangement, understandings or relationships among the persons
named in Item 2 or set forth in Schedule A and between such persons and
any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
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Page 6
of 8 pages
Item
7. Material
to be Filed as Exhibits.
Exhibit 7.01 – Agreement regarding
filing joint Schedule 13D (Incorporated by reference to Exhibit 7.01 of the
Schedule 13D filed by the Reporting Persons on September 2, 2008).
Exhibit 7.02 – Arrangement Agreement
dated May 27, 2008 (Incorporated by reference to Exhibit 7.02 of the Schedule
13D filed by the Reporting Persons on September 2, 2008).
Exhibit 7.03 – Escrow Agreement dated
August 21, 2008 (Incorporated by reference to Exhibit 7.03 of the Schedule 13D
filed by the Reporting Persons on September 2, 2008).
Page 7
of 8 pages
SIGNATURES
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
11, 2009
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WORKING
OPPORTUNITY FUND (EVCC) LTD.
By:
Clint Matthews, its Chief Financial Officer
By: /s/
Clint
Matthews
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GROWTHWORKS
CAPITAL LTD.
By:
David Levi, its Chief Executive Officer
By: /s/
David
Levi
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Page 8
of 8 pages
SCHEDULE
“A”
Board of
Directors and Officers of WOF
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Name
& Place of Residence
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Office
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Principal Occupation
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Citizenship
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Susan
Alley,
North
Vancouver, BC
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Director
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Vice-President,
Human Resources, Open Solutions Canada Inc.
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Canadian
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Raymond
Castelli,
Vancouver,
BC
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Director
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Chief
Executive Officer, Weatherhaven Corporate Partnership
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Canadian
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Jill
Donaldson,
Vancouver,
BC
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Secretary
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Senior
member, Irwin, White & Jennings law firm
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Canadian
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David
Levi,
Vancouver,
BC
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Director,
President and CEO
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President
and Chief Executive Officer, GrowthWorks Capital Ltd.
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Canadian
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Dr.
Julia G. Levy,
Vancouver,
BC
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Director
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Executive
Chairman, Scientific Advisory Board, QLT Inc.
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Canadian
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Clint
Matthews,
Coquitlam,
BC
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CFO
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Vice-President,
Finance and Chief Financial Officer of GrowthWorks Capital
Ltd.
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Canadian
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Lori
Mayhew,
Delta,
BC
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Director
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Adjuster,
Insurance Corporation of British Columbia; Secretary-Treasurer, Canadian
Office and Professional Employees’ Union, Local 378
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Canadian
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Kenneth
Neumann,
Richmond,
BC
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Director
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Director,
United Steelworkers, District 3
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Canadian
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Cindy
Oliver,
Burnaby,
BC
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Director
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President,
Federation of Post-Secondary Educators of British Columbia
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Canadian
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Barry
O’Neill,
Ladysmith,
BC.
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Director
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President,
British Columbia Division, Canadian
Union of Public Employees
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Canadian
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Christopher
Reid,
Delta,
BC
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Director
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Vice-President
and General Manager of Motive Power, Plug Power Inc.
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Canadian
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Angela
Schira,
Richmond,
BC
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Director
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Secretary-Treasurer,
B.C. Federation of Labour
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Canadian
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Cindy
Stewart,
Vernon,
BC
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Chairperson
and Director
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Former
President, Health Sciences Association, British Columbia
(retired)
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Canadian
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Diane
Wood,
Burnaby,BC
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Director
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Former
Secretary-Treasurer, B.C. Government and Service Employees’ Union
(retired)
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Canadian
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Nikolas
O. Worhaug,
Surrey,
BC
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Director
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Canadian
Director, Hotel Employees and Restaurant Employees International
Union
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Canadian
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Board of
Directors and Officers of GWC
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Name and Place of Residence
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Position with the GWC and Principal
Occupation
|
Citizenship
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Pat
Brady,
Vancouver,
BC
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Donna
Bridgeman,
Vancouver,
BC
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Vice-President,
Corporate Development of GrowthWorks Capital Ltd.
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Canadian
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Richard
Charlebois,
Ottawa,
Ontario
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Jim
Charlton,
Saltspring
Island, BC
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Senior
Vice-President, Investments, British Columbia of GrowthWorks Capital
Ltd.
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Canadian
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Carol
Crow,
North
Vancouver, BC
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Vice-President,
Human Resources of GrowthWorks Capital Ltd.
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Canadian
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Rolf
Dekleer
Vancouver,
BC
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Todd
Farrell,
West
Vancouver, BC
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Thomas
J. Hayes,
Halifax,
NS
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Vice-President,
Atlantic Canada of GrowthWorks Capital Ltd. and President of GrowthWorks
Atlantic Ltd.
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Canadian
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Alex
Irwin,
West
Vancouver, BC
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Senior
Counsel and Lawyer
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Canadian
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Timothy
Lee,
Mississaugua,
ON
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Senior
Vice-President, Investments of GrowthWorks Capital Ltd.
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Canadian
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David
Levi,
Vancouver,
BC
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President,
CEO and Director of GrowthWorks Capital and its
affiliates.
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Canadian
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Les
Lyall,
Vancouver,
BC
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Chief
Operating Officer of GrowthWorks Capital Ltd.
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Canadian |
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Clint
Matthews,
Coquitlam,
BC
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Vice-President,
Finance and Chief Financial Officer of GrowthWorks Capital
Ltd.
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Canadian
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Tracey
Morrison,
Tsawwassen,
BC
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Vice-President,
National Marketing and Communications of GrowthWorks Capital
Ltd.
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Canadian
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Murray
Munro,
Vancouver,
BC
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Senior
Vice-President, National Sales, Marketing and Government Relations, of
GrowthWorks Capital Ltd.
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Canadian
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Scott
Pelton,
Toronto,
ON
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Joseph
Regan,
Mississaugua,
ON
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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Stephen
Stang,
Winnipeg,
MB
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Senior
Vice President, Investments of GrowthWorks Capital Ltd.
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Canadian
|
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Joseph
Timlin,
North
Vancouver, BC
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Vice-President,
Investments of GrowthWorks Capital Ltd.
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Canadian
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