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CUSIP No. 04269X10 13G PAGE 1 OF 7 PAGES
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Array BioPharma, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04269X10
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 04269X10 13G PAGE 2 OF 7 PAGES
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Schedule 13G
Item 1(a). Name of Issuer: Array BioPharma, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 3200 Walnut
Street, Boulder, CO 80301.
Item 2(a). Names of Persons Filing: ARCH Venture Fund III, L.P.
("ARCH Venture Fund III"); ARCH Venture Partners, L.L.C. ("AVP
LLC") (collectively, the "Reporting Entities" and
individually, each a "Reporting Entity") and Steven Lazarus
("Lazarus"), Keith Crandell ("Crandell"), Robert Nelsen
("Nelsen") and Clinton Bybee ("Bybee") (collectively, the
"Managing Directors" and individually, each a "Managing
Director"). The Reporting Entities and the Managing Directors
collectively are referred to as the "Reporting Persons".
Item 2(b). Address of Principal Business Office or, if None, Residence:
8725 W. Higgins Road, Suite 290, Chicago, IL 60631.
Item 2(c). Citizenship: ARCH Venture Fund III is a limited partnership
organized under the laws of the State of Delaware. AVP LLC is
a limited liability company organized under the laws of the
State of Delaware. Each Managing Director is a US citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value
(the "Common Stock").
Item 2(e). CUSIP Number: 04269X10
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership.
Each Reporting Person has ceased to own beneficially more than
5% of the outstanding Common Stock of the Issuer.
ALL OTHER ITEMS REPORTED ON THE SCHEDULE 13G DATED AS OF FEBRUARY 11, 2002 AND
FILED ON BEHALF OF THE REPORTING PERSONS WITH RESPECT TO THE COMMON STOCK OF THE
ISSUER REMAIN UNCHANGED.
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CUSIP No. 04269X10 13G PAGE 3 OF 7 PAGES
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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 10, 2003
ARCH VENTURE FUND III, L.P.
By: ARCH Venture Partners, L.L.C.
its General Partner
By: *
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Steven Lazarus
Managing Director
ARCH VENTURE PARTNERS, L.L.C.
By: *
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Steven Lazarus
Managing Director
*
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Steven Lazarus
*
-----------------------------------
Keith Crandell
*
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Robert Nelsen
*
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Clinton Bybee
* By: /s/ Mark McDonnell
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Mark McDonnell as
Attorney-in-Fact
This Schedule 13G was executed by Mark McDonnell pursuant to Powers of Attorney
attached hereto as Exhibit 2 and incorporated herein by reference.
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CUSIP No. 04269X10 13G PAGE 4 OF 7 PAGES
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Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1-(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of shares of stock of Array BioPharma, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 10, 2003
ARCH VENTURE FUND III, L.P.
By: ARCH Venture Partners, L.L.C.
its General Partner
By: *
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Steven Lazarus
Managing Director
ARCH VENTURE PARTNERS, L.L.C.
By: *
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Steven Lazarus
Managing Director
*
-----------------------------------
Steven Lazarus
*
-----------------------------------
Keith Crandell
*
-----------------------------------
Robert Nelsen
*
-----------------------------------
Clinton Bybee
* By: /s/ Mark McDonnell
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Mark McDonnell as
Attorney-in-Fact
This Agreement was executed by Mark McDonnell pursuant to Powers of Attorney
attached hereto as Exhibit 2 and incorporated herein by reference.
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CUSIP NO. 04269X10 13G PAGE 5 OF 7 PAGES
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Exhibit 2
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark McDonnell his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to Sections 13 and 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
12th day of February, 2001.
ARCH VENTURE FUND II, L.P.
By: ARCH Management Partners II, L.P.
its General Partner
By: ARCH Venture Partners, L.P.
its General Partner
By: ARCH Venture Corporation
its General Partner
By: /s/ Steven Lazarus
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Managing Director
ARCH II PARALLEL FUND, L.P.
By: ARCH Management Partners II, L.P.
its General Partner
By: ARCH Venture Partners, L.P.
its General Partner
By: ARCH Venture Corporation
its General Partner
By: *
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Steven Lazarus
Managing Director
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CUSIP NO. 04269X10 13G PAGE 6 OF 7 PAGES
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ARCH MANAGEMENT PARTNERS II, L.P.
By: ARCH Venture Partners, L.P.
its General Partner
By: ARCH Venture Corporation
its General Partner
By: /s/ Steven Lazarus
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Managing Director
ARCH VENTURE PARTNERS, L.P.
By: ARCH Venture Corporation
its General Partner
By: /s/ Steven Lazarus
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Managing Director
ARCH VENTURE CORPORATION
By: /s/ Steven Lazarus
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Managing Director
ARCH VENTURE FUND III, L.P.
By: ARCH Venture Partners, L.L.C.
its General Partner
By: /s/ Steven Lazarus
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Steven Lazarus
Managing Director
ARCH VENTURE PARTNERS, L.L.C.
By: /s/ Steven Lazarus
-------------------------
Steven Lazarus
Managing Director
/s/ Steven Lazarus
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Steven Lazarus
/s/ Keith Crandell
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Keith Crandell
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CUSIP NO. 04269X10 13G PAGE 7 OF 7 PAGES
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/s/ Robert Nelsen
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Robert Nelsen
/s/ Clinton Bybee
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Clinton Bybee