SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ophidian Pharmaceuticals, Inc. ------------------------------ (Name of Issuer) Common Stock, $.0025 Par Value ------------------------------ (Title of Class of Securities) 683725105 --------- (CUSIP Number) N/A --- (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 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). Page 1 of 5 Pages
CUSIP No. 683725105 (1) Name of Reporting Person: Eli Lilly and Company I.R.S. Identification 35-0470950 No. of Above Person (2) Check the Appropriate Box (a) [_] if a Member of a Group (b) [_] Not Applicable (3) SEC Use Only (4) Citizenship or Place of Indiana Organization Number of Shares (5) Sole Voting 699,300 Beneficially Owned Power by Each Reporting (6) Shared Voting None Person With Power (7) Sole Dispositive 699,300 Power (8) Shared Disposi- None tive Power (9) Aggregate Amount Beneficially 699,300 Owned by Each Reporting Person (10) Check if the Aggregate Amount Not Applicable In Row (9) Excludes Certain Shares (11) Percent of Class Represented 7.6% by Amount in Row (9) (12) Type of Reporting Person CO Page 2 of 5 Pages
Item 1(a). Name of Issuer: Ophidian Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5445 East Cheryl Parkway Madison, WI 53711 Item 2(a). Name of Person Filing: Eli Lilly and Company Item 2(b). Address of Principal Business Office or, if None, Residence: Lilly Corporate Center Indianapolis, IN 46285 Item 2(c). Citizenship: Indiana Item 2(d). Title of Class of Securities: Common Stock, $.0025 Par Value Item 2(e). CUSIP Number: 683725105 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a)-(j) Not applicable If this statement is filed pursuant to Rule 13d-1(c), check this box. [_] Page 3 of 5 Pages
Item 4. Ownership. (a) Amount Beneficially Owned: 699,300 (b) Percent of Class: 7.6% (c) Number of shares as to which the person has: Sole voting power 699,300 Shared voting power None Sole dispositive power 699,300 Shared dispositive power None Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Page 4 of 5 Pages
Item 10. Certifications. Not applicable. 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. ELI LILLY AND COMPANY By: /s/ Charles E. Golden --------------------------------------- Charles E. Golden Executive Vice President and Chief Financial Officer Date: February 11, 1999 Page 5 of 5 Pages