UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
January 23, 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. 3 to Schedule 13D for Tercica, Inc., a Delaware
corporation ("Tercica"), amends a statement on Schedule 13D originally dated
March 22, 2004, as amended January 31, 2005, with respect to 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"). This Amendment is
filed to amend items 6 and 7 in the Schedule 13D as previously filed, by
addition of the following:
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
In conjunction with a follow-on offering of Tercica Common Stock (the
"Offering"), certain of Rho's affiliated investment vehicles and Mark Leschly,
as a director of the Company, have entered into a letter of agreement, dated
January 23, 2006, with the underwriters of the Offering by which such entities
and person have agreed not to (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any shares of Tercica Common Stock or any
securities convertible into or exercisable or exchangeable for Tercica Common
Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Tercica Common Stock, whether any such transaction described in clause (1)
or (2) above is to be settled by delivery of Tercica Common Stock or other
securities, in cash or otherwise, for a period ending 45 days after the date
of the final prospectus relating to the Offering, with exceptions as provided
in such letter agreements. The foregoing summary of the terms of such letter
agreement is qualified by reference to the full text of the lockup letter
agreement, which is included as Exhibit A to this Amendment No. 3, 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. Letter Agreement, dated January 23, 2006
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: January 26, 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