Schedule 13G Amendment No. 2

-----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, A1gSm/i6XnpeJjZHWwCIFhHzECrLlbC4STov4hevI8tsQDFvcnV04MpqA4c14LEY E5+qpgWar5sZG9Wd6YA5dA== 0001193125-08-030760.txt : 20080214 0001193125-08-030760.hdr.sgml : 20080214 20080214120408 ACCESSION NUMBER: 0001193125-08-030760 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: BAIN CAPITAL FUND VIII, LLC GROUP MEMBERS: BCIP ASSOCIATES III, LLC GROUP MEMBERS: BCIP ASSOCIATES III-B, LLC GROUP MEMBERS: BCIP T ASSOCIATES III, LLC GROUP MEMBERS: BCIP T ASSOCIATES III-B, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Innophos Holdings, Inc. CENTRAL INDEX KEY: 0001364099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 201380758 FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82169 FILM NUMBER: 08610482 BUSINESS ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: (609) 495 2495 MAIL ADDRESS: STREET 1: 259 PROSPECT PLAINS ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL FUND VII LLC CENTRAL INDEX KEY: 0001218984 IRS NUMBER: 223850292 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175612000 MAIL ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02110 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Innophos Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45774N 10 8

(CUSIP Number)

December 31, 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)

¨ 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 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).


Cusip No. 45774N 10 8		Schedule 13G/A		Page 2 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Fund VII, LLC EIN No.: 22-3850292
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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 4,306,115 Shares
		6. SHARED VOTING POWER 0
		7. SOLE DISPOSITIVE POWER 4,306,115 Shares
		8. SHARED DISPOSITIVE POWER 0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,306,115 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.64%
12.	TYPE OF REPORTING PERSON OO- Other


Cusip No. 45774N 10 8		Schedule 13G/A		Page 3 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Fund VIII, LLC EIN No.: 20-1218594
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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 4,856,018 Shares
		6. SHARED VOTING POWER 0
		7. SOLE DISPOSITIVE POWER 4,856,018 Shares
		8. SHARED DISPOSITIVE POWER 0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,856,018 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 23.27%
12.	TYPE OF REPORTING PERSON OO- Other


Cusip No. 45774N 10 8		Schedule 13G/A		Page 4 of 10 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates III, LLC EIN No.:
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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 774,483 Shares
		6. SHARED VOTING POWER 0
		7. SOLE DISPOSITIVE POWER 774,483 Shares
		8. SHARED DISPOSITIVE POWER 0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774,483 Shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.71%
12.	TYPE OF REPORTING PERSON OO- Other


Cusip No. 45774N 10 8		Schedule 13G/A		Page 5 of 10 Pages


13.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP T Associates III, LLC EIN No.:
14.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
15.		SEC USE ONLY
16.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17. SOLE VOTING POWER 82,615 Shares
		18. SHARED VOTING POWER 0
		19. SOLE DISPOSITIVE POWER 82,615 Shares
		20. SHARED DISPOSITIVE POWER 0


21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,615 Shares
22.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.40%
24.	TYPE OF REPORTING PERSON OO- Other


Cusip No. 45774N 10 8		Schedule 13G/A		Page 6 of 10 Pages


25.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates III-B, LLC EIN No.:
26.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
27.		SEC USE ONLY
28.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		29. SOLE VOTING POWER 52,950 Shares
		30. SHARED VOTING POWER 0
		31. SOLE DISPOSITIVE POWER 52,950 Shares
		32. SHARED DISPOSITIVE POWER 0


33.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,950 Shares
34.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
35.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.25%
36.	TYPE OF REPORTING PERSON OO- Other


Cusip No. 45774N 10 8		Schedule 13G/A		Page 7 of 10 Pages


NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP T Associates III-B, LLC EIN No.:
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		37. SOLE VOTING POWER 15,859 Shares
		38. SHARED VOTING POWER 0
		39. SOLE DISPOSITIVE POWER 15,859 Shares
		40. SHARED DISPOSITIVE POWER 0


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,859 Shares
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		¨
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.08%
TYPE OF REPORTING PERSON OO- Other


Item 1(a).		Name of Issuer

		The name of the issuer to which this filing on Schedule 13G/A relates is Innophos Holdings, Inc. (the “Company”).

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

		The principal executive offices of the Company are located at 259 Prospect Plains Road, Cranbury, New Jersey 08512.

Item 2(a).		Name of Person Filing

		This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Bain Capital Fund VII, LLC (“Fund VII LLC”), a Delaware limited liability company, (2) Bain Capital Fund VIII, LLC (“Fund VIII LLC”), a Delaware limited liability company, (3) BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III LLC”), (4) BCIP T Associates III, LLC, a Delaware limited liability company (“BCIP T III LLC”), (5) BCIP Associates III-B, LLC, a Delaware limited liability company (“BCIP III-B LLC”), and (6) BCIP T Associates III-B, LLC, a Delaware limited liability company (“BCIP T III-B LLC”).

		Bain Capital Investors, LLC (“BCI”) is the sole general partner of Bain Capital Partners VII, L.P. (“BCP VII”), which is the sole general partner of Bain Capital Fund VII, L.P. (“Fund VII”), which is the managing and sole member of Fund VII LLC. BCI is the sole general partner of Bain Capital Partners VIII, L.P. (“BCP VIII”), which is the sole general partner of Bain Capital Fund VIII, L.P. (“Fund VIII”), which is the managing and sole member of Fund VIII LLC. BCIP Associates III, a Cayman Islands partnership (“BCIP III”) is the manager and sole member of BCIP III LLC. BCIP Trust Associates III, a Cayman Islands partnership (“BCIP Trust III”) is the manager and sole member of BCIP T III LLC. BCIP Associates III-B, a Cayman Islands partnership (“BCIP III-B”) is the manager and sole member of BCIP III-B LLC. BCIP Trust Associates III-B, a Cayman Islands partnership (“BCIP Trust III-B”) is the manager and sole member of BCIP T III-B LLC. BCI is the managing partner of each of BCIP III, BCIP Trust III, BCIP III-B, and BCIP Trust III-B.

		Fund VII LLC, Fund VIII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, and BCIP III-B LLC have entered into a Joint Filing Agreement, dated February 14, 2007, pursuant to which Fund VII LLC, Fund VIII LLC, BCIP III LLC, BCIP T III LLC, BCIP III-B LLC, and BCIP T III-B LLC have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

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

		The principal business address of each of the Reporting Persons, BCI, BCP VII, Fund VII, BCP VIII and Fund VIII is c/o Bain Capital Investors, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

Item 2(c).		Citizenship

		Each of the Reporting Persons, BCI, BCP VII, Fund VII, BCP VIII and Fund VIII is organized under the laws of the State of Delaware.

Item 2(d).		Title of Class of Securities

		The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Common Stock, par value $0.001 per share.

Item 2(e).		CUSIP Number

		The CUSIP number of the Company’s Common Stock is 45774N 10 8.

Item 3.		Not Applicable.


Item 4.	Ownership

Item 4(a).	Amount beneficially owned

	This Schedule 13G/A is being filed on behalf of the Reporting Persons. The Reporting Persons may be deemed to beneficially own in the aggregate 10,088,040 shares of Common Stock of the Company representing, in the aggregate, 48.34% of the Company’s Common Stock. The percentage of Common Stock held by the Reporting Persons is based on 20,866,891 shares of Common Stock of the Company outstanding (the “Outstanding Shares”) as of November 1, 2007 based on the Company Form 10-Q for the period ended September 30, 2007.

	As of the close of business on December 31, 2007, the following shares were owned by the Reporting Persons:

	Fund VII LLC owned 4,306,115 shares of the Common Stock of the Company, representing approximately 20.64% of the Outstanding Shares. Fund VII LLC acts by and through its managing and sole member, Fund VII. Fund VII acts by and through its sole general partner, BCP VII. BCP VII acts by and through its sole general partner, BCI.

	Fund VIII LLC owned 4,856,018 shares of the Common Stock of the Company, representing approximately 23.27% of the Outsanding Shares. Fund VIII LLC acts by and through its managing and sole member, Fund VIII. Fund VIII acts by and through its sole general partner, BCP VIII. BCP VIII acts by and through its sole general partner, BCI.

	BCIP III LLC owned 774,483 shares of the Common Stock of the Company, representing approximately 3.71% of the Outstanding Shares. BCIP III LLC acts by and through its manager and sole member, BCIP III. BCIP III acts by and through its managing partner, BCI.

	BCIP T III LLC owned 82,615 shares of the Common Stock of the Company, representing approximately 0.40% of the Outstanding Shares. BCIP T III LLC acts by and through its manager and sole member, BCIP Trust III. BCIP Trust III acts by and through its managing partner, BCI.

	BCIP III-B LLC owned 52,950 shares of the Common Stock of the Company, representing approximately 0.25% of the Outstanding Shares. BCIP III-B LLC acts by and through its manager and sole member, BCIP III-B. BCIP III-B acts by and through its managing partner, BCI.

	BCIP T III-B LLC owned 15,859 shares of the Common Stock of the Company, representing approximately 0.08% of the Outstanding Shares. BCIP T III-B LLC acts by and through its manager and sole member, BCIP Trust III-B. BCIP Trust III-B acts by and through its managing partner, BCI.

Item 4(b).	Percent of Class

	See Item 4(a) hereof.

Item 4(c).	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote:

Fund VII LLC

Fund VIII LLC

BCIP III LLC

BCIP T III LLC

BCIP III-B LLC

BCIP T III-B LLC

4,306,115

4,856,018

774,483

82,615

52,950

15,859



		(ii)		shared power to vote or to direct the vote:

				0

		(iii)		sole power to dispose or to direct the disposition of: