-----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, O+j7kZnWuSC4zuO72YAgET/BaxrsLDwfEwA8dXMuLgYpMbS6nkEjzAsJtfL2ODRB Pgf0rbLjcJ5sND8DOZV0wQ== 0001193125-07-085196.txt : 20070419 0001193125-07-085196.hdr.sgml : 20070419 20070419162241 ACCESSION NUMBER: 0001193125-07-085196 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lipschutz Lester E CENTRAL INDEX KEY: 0001308379 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 215 977 2046 MAIL ADDRESS: STREET 1: WOLF BLOCK SCHORR AND SOLIS COHEN STREET 2: 1650 ARCH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: Lipshutz Lester E DATE OF NAME CHANGE: 20041110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chelsea Therapeutics International, Ltd. CENTRAL INDEX KEY: 0001333763 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 203174202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81457 FILM NUMBER: 07776342 BUSINESS ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 704-341-1516 MAIL ADDRESS: STREET 1: 13950 BALLANTYNE CORPORATE PLACE STREET 2: UNIT 325 CITY: CHARLOTTE STATE: NC ZIP: 28277 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

 

 

Chelsea Therapeutics International, Ltd.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

15100K201

(CUSIP NUMBER)

 

 

April 18, 2007*

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

*   The Reporting Person previously reported ownership of the securities of the issuer named above on Schedule 13D, but because the Reporting Person currently is deemed to own less than 20% of the issued and outstanding common stock of the issuer, the Reporting Person has elected to file this statement on Schedule 13G pursuant to Rule 13d-1(h) under the Securities Exchange Act of 1934.

SCHEDULE 13G

CUSIP No. 15100K201

CUSIP No.

 

  1.  

NAME OF REPORTING PERSONS: LESTER E. LIPSCHUTZ

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

    
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  

(b)  

    
  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

 

        3,194,205

 

  6.    SHARED VOTING POWER

 

 

  7.    SOLE DISPOSITIVE POWER

 

        3,194,205

 

  8.    SHARED DISPOSITIVE POWER

 

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,194,205

    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

    
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

16.2%(1)

    
12.  

TYPE OF REPORTING PERSON

 

IN

    

 

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SCHEDULE 13G

CUSIP No. 15100K201

 

Item 1(a). Name of Issuer:

Chelsea Therapeutics International, Ltd.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

13590 Ballantyne Corporate Place, Unit 325

Charlotte, NC 28277

 

Item 2(a). Name of Person Filing:

Lester E. Lipschutz

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

Wolf, Block, Schorr and Solis-Cohen, LLP

1650 Arch Street- 22nd Floor

Philadelphia, PA 19103

 

Item 2(c). Citizenship:

United States

 

Item 2(d). Title of Class of Securities:

Common Stock

 

Item 2(e). CUSIP Number:

15100K201

 

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: Not Applicable

 

  (a) ¨  Broker or dealer registered under Section 15 of the Exchange Act;

 

  (b) ¨  Bank as defined in Section 3(a)(6) of the Exchange Act;

 

  (c) ¨  Insurance Company as defined in Section 3(a)(19) of the Exchange Act;

 

  (d) ¨  Investment Company registered under Section 8 of the Investment Company Exchange Act;

 

  (e) ¨  Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

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SCHEDULE 13G

CUSIP No. 15100K201

 

  (f) ¨  Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨  Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨  Saving Association as defined in Section 3(b) of The Federal Deposit Insurance Act;

 

  (i) ¨  Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

(a) Amount beneficially owned: Mr. Lipschutz may be deemed the beneficial owner of 3,194,205 shares. Beneficial ownership consists of voting and dispositive power over (i) 1,248,432 shares owned by the Rosenwald 2000 Family Trusts for which Mr. Lipschutz is the trustee; (ii) 1,003,899 shares owned by the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust for which Mr. Lipschutz serves as the adviser; (iii) 313,958 shares owned by the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust for which Mr. Lipschutz is the trustee; (iv) 313,958 shares owned by the Lindsay A. Rosenwald Rhode Island Irrevocable Indenture of Trust for which Mr. Lipschutz serves as the adviser; and (v) 313,958 shares owned by the Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust for which Mr. Lipschutz serves as a trustee. Mr. Lipschutz disclaims beneficial ownership of these securities and the filing of this report is not an admission that Mr. Lipschutz is the beneficial owner of these securities.

(b) Percent of Class: 16.2%(1)

(c) Number of shares as to which such person has:

 

  (i) Sole power to vote or direct the vote: 3,194,205

 

  (ii) Shared power to vote or to direct the vote: 0

 

  (iii) Sole power to dispose or direct the disposition of: 3,194,205

 

  (iv) Shared power to dispose or to direct the disposition of: 0

 

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: Not Applicable.

 

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SCHEDULE 13G

CUSIP No. 15100K201

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

As of December 15, 2004, Mr. Lipschutz serves as (i) trustee of the Rosenwald 2000 Family Trusts; (ii) adviser of the Lindsay A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust; (iii) trustee of the Lindsay A. Rosenwald Alaska Irrevocable Indenture of Trust; (iv) adviser of the Lindsay A. Rosenwald Rhode Island Irrevocable Indenture of Trust; and (v) trustee of the Lindsay A. Rosenwald Nevada Irrevocable Indenture of Trust. Mr. Lipschutz has the power to direct receipt of the proceeds from a sale of the shares owned by each such trust.

 

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

 

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

 

APRIL 19, 2007
(Date)
/S/ LESTER E. LIPSCHUTZ
(Signature)
Lester E. Lipschutz
(Name/Title)

(1) Based on 19,712,057 shares issued and outstanding at March 2, 2007, as reported on a Form 8-K filed on March 20, 2007.

 

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