0000950123-11-010785.txt : 20110209 0000950123-11-010785.hdr.sgml : 20110209 20110209100221 ACCESSION NUMBER: 0000950123-11-010785 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110209 DATE AS OF CHANGE: 20110209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGOVERN MICHAEL CENTRAL INDEX KEY: 0001031294 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PO BOX 420528 CITY: ATLANTA STATE: GA ZIP: 30342 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPEX Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001418919 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261172076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84092 FILM NUMBER: 11584955 BUSINESS ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: (603) 658-6100 MAIL ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 SC 13G/A 1 b84787asc13gza.htm SC 13G/A sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

CPEX Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12620N104
(CUSIP Number)
December 31, 2010
(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)

     þ 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 (the “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).

 
 

 

SCHEDULE 13G

                     
CUSIP No.
  
12620N104 
   Page  
2 
   of   
6 
  Pages

 

           
1   NAME OF REPORTING PERSON
Michael McGovern
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   374,137(1)(2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   364,137(1)
       
WITH 8   SHARED DISPOSITIVE POWER
     
    10,000(2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  374,137 shares(1)(2)
     
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  Not applicable             o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  14.3%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

SCHEDULE 13G

                     
CUSIP No.
  
12620N104 
   Page  
3 
   of   
6 
  Pages
 
(1)   Includes 5,000 vested options and 4,000 vested restricted stock units held by Mr. McGovern.
 
(2)   Includes 10,000 shares owned by Mr. McGovern’s wife to which he disclaims beneficial ownership.
Item 1(a).   Name of Issuer:
          CPEX Pharmacecuticals, Inc.
Item 1(b).   Address of Issuer’s Principal Executive Offices:
2 Holland Way
Exeter, New Hampshire 03833
Item 2(a).   Name of Person Filing:
          Michael McGovern
Item 2(b).   Address of Principal Business Offices or, if none, Residence:
5910 Long Island Drive, NW
Atlanta, GA 30328
Item 2(c).   Citizenship:
          United States of America
Item 2(d).   Title of Class of Securities:
          Common Stock, par value $0.01 per share
Item 2(e).   CUSIP Number:
          12620N104
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:
          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.

 

 

SCHEDULE 13G

                     
CUSIP No.
  
12620N104 
   Page  
4 
   of   
6 
  Pages
  (a)   Amount beneficially owned:
 
      Mr. McGovern has direct beneficial ownership of 364,137 shares, which includes 5,000 vested options and 4,000 vested restricted stock units. Mr. McGovern disclaims beneficial ownership of 10,000 shares owned by his wife.
 
  (b)   Percent of class:
 
      14.3%, which is calculated based on 2,616,936 shares of common stock outstanding as of January 31, 2011.
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or direct the vote:
 
      None.
 
  (ii)   Shared power to vote or direct the vote:
 
      364,137 shares which Mr. McGovern beneficially owns directly.
 
      On January 3, 2011, (i) CPEX Pharmaceuticals entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCB I Holdings Inc., a Delaware corporation (“FCB I”) and FCB I Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of FCB I (“Merger Sub”) and (ii) Mr. McGovern entered into a Voting Agreement (the “Voting Agreement”) with FCB I and Merger Sub. Pursuant to the Voting Agreement, Mr. McGovern agreed, among other things, to vote his shares of CPEX common stock for the adoption and approval of the Merger Agreement and against any alternative proposal and against any action or agreement that would frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement. Pursuant to the Voting Agreement, Mr. McGovern granted an irrevocable proxy to FCB I’s designees to vote as set forth above with respect to such matters, but retained the right to vote his shares of common stock on such matters so long as Mr. McGovern’s vote is in accordance with the Voting Agreement.
 
      As a result of the Voting Agreement, Mr. McGovern may be deemed to share with FCB I or Merger Sub the power to vote or direct the vote of the common stock. However, neither FCB I nor Merger Sub is entitled to any rights as a stockholder of CPEX under that agreement.
 
      Mr. McGovern may be deemed to have shared voting power over 10,000 shares owned by his wife but he disclaims beneficial ownership of such shares.

 

 

SCHEDULE 13G

                     
CUSIP No.
  
12620N104 
   Page  
5 
   of   
6 
  Pages
  (iii)   Sole power to dispose or to direct the disposition of:
 
      Mr. McGovern has sole power to dispose or to direct the disposition of 364,137 shares which he beneficially owns directly.
 
  (iv)   Shared power to dispose or to direct the disposition of:
 
      Mr. McGovern may be deemed to have shared power to dispose or to direct the disposition of 10,000 shares owned by his spouse but he disclaims beneficial ownership of such shares.
Item 5.   Ownership of Five Percent or Less of a Class.
          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.
          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.
          Not applicable.

 

 

SCHEDULE 13G

                     
CUSIP No.
  
12620N104 
   Page  
6 
   of   
6 
  Pages
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.
         
  Dated: February 9, 2011   
       
  By:   /s/ Michael McGovern    
    Michael McGovern