-----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, U8vaqJNK7sb0SMRuplQpB8t/lCs7N89S3N/jXRr73+vGbjR/CqyzSY3UNXKbRiH4 Zt+QNQgjwN/GTKWWxYX6+Q== 0001104659-07-012181.txt : 20070220 0001104659-07-012181.hdr.sgml : 20070219 20070220111403 ACCESSION NUMBER: 0001104659-07-012181 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Emergent BioSolutions Inc. CENTRAL INDEX KEY: 0001367644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141902018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82602 FILM NUMBER: 07634188 BUSINESS ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 795-1800 MAIL ADDRESS: STREET 1: 2273 RESEARCH BLVD, SUITE 400 CITY: ROCKVILLE STATE: MD ZIP: 20850 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Microscience Investments LTD CENTRAL INDEX KEY: 0001380883 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MOFO NOTICES LIMITED STREET 2: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW BUSINESS PHONE: 0207920 4000 MAIL ADDRESS: STREET 1: C/O MOFO NOTICES LIMITED STREET 2: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW SC 13G/A 1 a07-4850_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Emergent BioSolutions Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

29089Q 10 5

(CUSIP Number)

November 14, 2006

(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. 29089Q 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Microscience Investments Limited (in liquidation)

 

 

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 Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

6.

Shared Voting Power
3,636,801 shares (The Reporting Person is a party to a voting agreement with BioPharm L.L.C., whereby the Reporting Person has agreed to vote all shares of the Issuer’s common stock owned by it in the same manner and to the same extent as BioPharm L.L.C.)

 

7.

Sole Dispositive Power
3,636,801 shares

 

8.

Shared Dispositive Power

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,636,801 shares

 

 

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)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

 




 

Item 1.

 

(a)

Name of Issuer
Emergent BioSolutions Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
300 Professional Drive

Suite 250

Gaithersburg, Maryland 20879

 

Item 2.

 

(a)

Name of Person Filing
Microscience Investments Limited (in liquidation)

 

(b)

Address of Principal Business Office or, if none, Residence
c/o BDO Stoy Hayward LLP

8 Baker Street

London

W1U 3LL

United Kingdom

Fax: +44 (0)20 7935 3944

 

(c)

Citizenship
United Kingdom

 

(d)

Title of Class of Securities
Common Stock, $0.001 par value

 

(e)

CUSIP Number
29089Q 10 5

 

Item 3.

 

Not applicable.

 

 




 

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.

 

(a)

Amount beneficially owned:   

3,636,801 shares

 

(b)

Percent of class:   

14.25%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Not applicable.

 

 

(ii)

Shared power to vote or to direct the vote    

3,636,801 shares (The Reporting Person is a party to a voting agreement with BioPharm L.L.C., whereby the Reporting Person has agreed to vote all shares of the Issuer’s common stock owned by it in the same manner and to the same extent as BioPharm L.L.C.)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

3,636,801 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Not applicable.

 

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   o.

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 or Control Person

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.

 

 

Microscience Investments Limited (in liquidation)

 

 

 

 

 

February 19, 2007

 

Date

 


/s/ Malcolm Cohen

 

Signature

 

Name:

Malcolm Cohen

 

Title:

Liquidator, acting as agent of the Reporting Person and without personal liability

 

Name/Title

 



EX-99.1 2 a07-4850_1ex99d1.htm CERTIFICATE OF APPOINTMENT

Ex 99.1

Certificate of Appointment of Liquidator by Meeting

IN THE MATTER OF Microscience Investments Limited

and

IN THE MATTER OF THE INSOLVENCY ACT, 1986

This is to certify that at a meeting of the contributories of the above-named company held on 18 December 2006

Malcolm Cohen
of BDO Stoy Hayward LLP
8 Baker Street
London
W1U 3LL

 

having provided written statements that he is qualified to act as an Insolvency Practitioner in relation to the above-named company under the provisions of the Insolvency Act, 1986 and that he consent so to act, was appointed Liquidator of the company.

Date:

 

18 DECEMBER 2006

 

Signed:

 

/s/ Jeremy Reffin

 

Name:

 

JEREMY REFFIN

 

(IN BLOCK LETTERS)

 

 



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