-----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, DbsV7mS33Ic7AG4k7+EiWCTmJCV/Uerw1z+asbx5BN7sal9QNzpsNp/xuyPq3riY JgoiKoEwlBhPWLDuzYWIxQ== 0001104659-08-004091.txt : 20080123 0001104659-08-004091.hdr.sgml : 20080123 20080123155720 ACCESSION NUMBER: 0001104659-08-004091 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080123 DATE AS OF CHANGE: 20080123 GROUP MEMBERS: BOB KAPOOR 2000 TRUST GROUP MEMBERS: JOHN N. KAPOOR TRUST DTD GROUP MEMBERS: KAPOOR PHARMA INVERSTMESTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCIELE PHARMA, INC. CENTRAL INDEX KEY: 0001106773 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 582004779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60977 FILM NUMBER: 08544639 BUSINESS ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 1800 CITY: ATALANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-341-1436 MAIL ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 1800 CITY: ATALANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: FIRST HORIZON PHARMACEUTICAL CORP DATE OF NAME CHANGE: 20000214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPOOR JOHN N CENTRAL INDEX KEY: 0001033150 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 225 EAST DEERPATH RD STREET 2: SUITE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 7704429707 MAIL ADDRESS: STREET 1: 225 E DEERPATH RD STE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 SC 13G/A 1 a08-3511_1sc13ga.htm SC 13G/A

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Sciele Pharma, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

808 627 103

(CUSIP Number)

January 22, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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).

 



 

CUSIP No. 808 627 103

 

 

1.

Names of Reporting Persons.
John N. Kapoor, Ph.D.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,156,078 (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,156,078 (1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,156,078 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)        Includes 301,646 shares held by Kapoor Pharma Investments, L.P., a limited partnership (the “Partnership”).  E.J. Financial Enterprises, Inc. is the managing general partner of the Partnership and Dr. Kapoor is the sole stockholder of E.J. Financial Enterprises.  The limited partnership interests of the Partnership are held by various family trusts.  Includes 654,432 shares held by John N. Kapoor Trust dtd 9/20/89, of which Dr. Kapoor is the sole trustee and sole beneficiary. Includes 200,000 shares held by the Bob Kapoor 2000 Trust of which Dr. Kapoor acts as trustee.

 

2



 

CUSIP No. 808 627 103

 

 

1.

Names of Reporting Persons.
Kapoor Pharma Investments, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
301,646 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
301,646 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
301,646 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(2)        E.J. Financial Enterprises, Inc. is the managing general partner of the Kapoor Pharma Investments, L.P. (the “Partnership”) and Dr. Kapoor is the sole stockholder of E.J. Financial Enterprises.  The limited partnership interests of the Partnership are held by various family trusts.

 

3



 

CUSIP No. 808 627 103

 

 

1.

Names of Reporting Persons.
John N. Kapoor Trust dtd 9/20/89

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
654,432 (3)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
654,432 (3)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
654,432 (3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(3)        Dr. Kapoor is the sole trustee and sole beneficiary of the John N. Kapoor Trust dtd 9/20/89 (the “JNK Trust”).  The JNK Trust disclaims shares beneficially owned by Dr. Kapoor, the BK Trust, and the Partnership.

 

4



 

CUSIP No. 808 627 103

 

 

1.

Names of Reporting Persons.
Bob Kapoor 2000 Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
200,000 (4)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
200,000 (4)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
200,000 (4)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(4)        Dr. Kapoor is the sole trustee of the Bob Kapoor 2000 Trust (the “BK Trust”).  The BK Trust disclaims shares beneficially owned by Dr. Kapoor, the JNK Trust, and the Partnership.

 

5



 

CUSIP No. 808 627 103

 

Item 1.

 

(a)

Name of Issuer
Sciele Pharma, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
5 Concourse Parkway, Suite 1800
Atlanta, GA 30328.

 

Item 2.

 

(a)

Name of Person Filing
See item (1) of the cover pages.

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business office for all reporting persons is 225 East Deerpath, Suite 250, Lake Forest, IL 60045.

 

(c)

Citizenship
See item (4) of cover pages.

 

(d)

Title of Class of Securities
Common Stock, $0.001 Par Value.

 

(e)

CUSIP Number
808 627 103.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

6



 

CUSIP No. 808 627 103

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

John N. Kapoor is the President and sole stockholder of EJ Financial Enterprises, Inc. which is the managing general partner of Kapoor - Pharma Investments, L.P. John N. Kapoor serves as the Trustee of the John N. Kapoor Trust dtd. 9/20/89 and the Bob Kapoor 2000 Trust.  As such, the ownership interest of John N. Kapoor, Kapoor-Pharma Investments, L.P., the John N. Kapoor Trust dtd. 9/20/89 and the Bob Kapoor 2000 Trust is as follows.

 

(a)

Amount beneficially owned:   

See item (9) of cover pages.

 

(b)

Percent of class:   

See item (11) of cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See item (5) of cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See item (6) of cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See item (7) of cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See item (8) of cover pages.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

Instruction:  Dissolution of a group requires a response to this item.

 

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

The members of the group filing this Schedule 13G/A are John N. Kapoor, Kapoor-Pharma Investments, L.P., John N. Kapoor Trust dtd 9/20/89 and Bob Kapoor 2000 Trust.

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

Item 10.

Certification

Not applicable

 

7



 

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.

 

 

 

January 22, 2008

 

Date

 

/s/ John N. Kapoor

 

Signature

 

John N. Kapoor, Ph.D.

 

Name/Title

 

 

 

 

 

January 22, 2008

 

Date

 

/s/ John N. Kapoor

 

Signature

 

John N. Kapoor, Ph.D., President, EJ

 

Financial Enterprises, Inc., as Managing

 

General Partner of Kapoor-Pharma

 

Investments, L.P.

 

Name/Title

 

 

 

 

 

January 22, 2008

 

Date

 

/s/ John N. Kapoor

 

Signature

 

John N. Kapoor, Ph.D., Trustee, John N.

 

Kapoor Trust dtd 9/20/89

 

Name/Title

 

 

 

 

 

January 22, 2008

 

Date

 

/s/ John N. Kapoor

 

Signature

 

John N. Kapoor, Ph.D., Trustee, Bob Kapoor

 

2000 Trust

 

Name/Title

 

8


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