-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EW34hYYKDmV7VXfz0TGfCPg3QF3ocOi/DdiwQl8aFyXLmOv7sYN+1elMU7R8Gwex WmDZoayOJyDm8pz/7TfSTQ== 0000891836-03-000060.txt : 20030203 0000891836-03-000060.hdr.sgml : 20030203 20030203125526 ACCESSION NUMBER: 0000891836-03-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030203 GROUP MEMBERS: ASTRALIS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTRALIS LTD CENTRAL INDEX KEY: 0001099066 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841508866 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62109 FILM NUMBER: 03535991 BUSINESS ADDRESS: STREET 1: 135 COLUMBIA TURNPIKE STREET 2: SUITE 301 CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 9733778008 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES DEVELOPMENT GROUP INC DATE OF NAME CHANGE: 20000630 FORMER COMPANY: FORMER CONFORMED NAME: ASTRALIS PHARMACEUTICALS LTD DATE OF NAME CHANGE: 20011114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKYEPHARMA PLC CENTRAL INDEX KEY: 0001018117 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 PICADILLY LONDON W1V9FN ENGLAND CITY: LONDON BUSINESS PHONE: 0114417149 MAIL ADDRESS: STREET 1: 105 PICADILLY LONDON W1V9FN CITY: LONDON ENGLAND SC 13D/A 1 sc0023-03.txt AMENDMENT NO. 6 Page 1 of 6 --- --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* ASTRALIS LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share (upon conversion of Series A Convertible Preferred Stock) - -------------------------------------------------------------------------------- (Title of Class of Securities) 046352 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ. SKYEPHARMA PLC SULLIVAN & CROMWELL 105 PICCADILLY 1 NEW FETTER LANE LONDON W1J 7NJ, ENGLAND LONDON EC4A 1AN, ENGLAND +44 20 7491 1777 +44 20 7959 8950 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) 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. - -------------- * 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). (continued on following pages) Page 2 of 6 --- --- - -------------------------------------------------------------------------------- 1. Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) SkyePharma PLC/330387911 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization England and Wales - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ----------------------------------------------------- NUMBER OF 8. Shared Voting Power SHARES 37,520,000 (1)(2) BENEFICIALLY OWNED ----------------------------------------------------- BY EACH REPORTING 9. Sole Dispositive Power PERSON WITH 12,720,000 (2) ----------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,720,000 (1)(2) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ X ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 25.41 (2)(3) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 6 --- --- - ------------------------------------ 1 In order to facilitate the consummation of the transaction contemplated by the Purchase Agreement by and between Astralis Ltd. and SkyePharma PLC, dated as of December 10, 2001 (the "Purchase Agreement"), Astralis Ltd. and SkyePharma PLC entered into a Stockholders Agreement between SkyePharma PLC, Astralis Ltd. and the other parties listed therein, dated as of December 10, 2001 (the "Stockholders Agreement"), whereby each stockholder agreed to vote its shares of Common Stock and take all other actions necessary to elect the independent directors nominated by the Board of Directors (the "Board") and to elect the nominee nominated to the Board by SkyePharma. SkyePharma does not have the right to dispose (or direct the disposition of) any of the 24,800,000 shares of Common Stock owned by the other parties to the Stockholders Agreement. Accordingly, SkyePharma expressly disclaims beneficial ownership of all such shares. 2 SkyePharma is currently the beneficial owner of 200,000 shares of Common Stock, warrants exercisable for 20,000 shares of Common Stock and 2,000,000 shares of Series A Convertible Preferred Stock. Accordingly, SkyePharma has beneficial ownership of 12,720,000 shares of Common Stock, assuming the exercise of the warrants and the conversion of all shares of Series A Convertible Preferred Stock owned or to be purchased by SkyePharma into Common Stock at the current conversion rate of 6.25 to 1. 3 Based on 37,538,189 shares of Common Stock outstanding on July 31, 2002, the conversion of 2,000,000 shares of Series A Convertible Preferred Stock into 12,500,000 shares of Common Stock and the exercise of SkyePharma's warrants for the purchase of 20,000 shares of Common Stock. - ------------------------------------ SkyePharma PLC, a company incorporated under the laws of England and Wales ("SkyePharma"), hereby amends and supplements its Statement on Schedule 13D filed on December 19, 2001 and as amended by Amendment No. 1 to the Statement on Schedule 13D filed on January 31, 2002, Amendment No. 2 to the Statement on Schedule 13D filed on March 25, 2002, Amendment No. 3 to the Statement on Schedule 13D filed on May 3, 2002, Amendment No. 4 for the Statement on Schedule 13D filed on July 31, 2002, and Amendment No. 5 to the Statement on Schedule 13D filed on October 24, 2002, with respect to the Common Stock, par value $0.0001 per share (the "Common Stock"), of Astralis Ltd., a Delaware corporation (the "Issuer"), the Common Stock which is issuable upon conversion of the Series A Convertible Preferred Stock, par value $0.001 per share (the "Convertible Preferred Stock") held by SkyePharma and the Common Stock which is issuable upon exercise of the warrants held by SkyePharma. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The source of funds for the two million shares of Convertible Preferred Stock convertible into 12,500,000 million shares of Common Stock to which this Statement relates was and will be SkyePharma's working capital. The total amount was 20,000,000 U.S. dollars in cash of which 10,000,000 U.S. Page 4 of 6 --- --- dollars was paid on December 10, 2001, and 2,500,000 U.S. dollars was paid on each of January 31, 2002, May 1, 2002, July 31, 2002 and January 31, 2003, in accordance with the Purchase Agreement by and between the Issuer and SkyePharma, dated as of December 10, 2001 (the "Purchase Agreement"). Item 4. Purpose of the Transaction. --------------------------- Pursuant to the terms of the Purchase Agreement, on January 31, 2003, SkyePharma purchased an additional 250,000 newly-issued shares of Convertible Preferred Stock convertible into 1,562,500 shares of Common Stock, subject to the conditions set forth in sections 5, 6 and 7 of the Purchase Agreement. Based on its assessment of the recent financial and operating performance of the Issuer and the current price of the Common Stock of the Issuer, SkyePharma is reviewing its investment in the Issuer and may, subject to applicable securities and other laws, market conditions and its assessment of the business prospects of the Issuer, convert its existing shares of Convertible Preferred Stock into Common Stock, and/or acquire additional shares of Common Stock of the Issuer, and/or seek to increase its representation in, and/or exercise control or influence over, the management of the Issuer and/or its Board of Directors, in each case as it determines in its sole discretion. SkyePharma has not determined whether it will convert and/or acquire additional shares of the Issuer or fixed any number of shares of Common Stock it might seek to acquire or any amount of money it may be willing to invest in the Issuer. SkyePharma is continuously evaluating the business and business prospects of the Issuer, and its present and future interests in, and intentions with respect to the Issuer and at any time may decide not to purchase any additional shares or to dispose of any or all of the shares of Common Stock, Convertible Preferred Stock or Warrants currently owned by it. Item 5. Interest in Securities of the Issuer. ------------------------------------- The percentage interest held by SkyePharma presented below is based on the number of shares of Common Stock reported by the Issuer to SkyePharma as outstanding at January 31, 2003. Assuming (i) the conversion of all shares of Convertible Preferred Stock owned and to be acquired by SkyePharma into Common Stock, and (ii) the exercise of the warrants for 20,000 shares of Common Stock, SkyePharma would be the beneficial owner of 12,720,000 shares of the Common Stock, representing approximately 25.41% of the Common Stock issued and outstanding. Page 5 of 6 --- --- Item 7. Material to be filed as Exhibits. --------------------------------- 1. Purchase Agreement, dated as of December 10, 2001, among the Issuer, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of the Issuer, filed by the Issuer on December 14, 2001 (File Number 000-30997). 2. Stockholders Agreement, dated as of December 10, 2001, among the Issuer, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Issuer, filed by the Issuer on December 14, 2001 (File Number 000-30997). Page 6 of 6 --- --- 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: January 31, 2003 SKYEPHARMA PLC By: /s/ Donald Nicholson ------------------------------- Donald Nicholson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----