-----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, SPsYQ0kpNSNmgznIVFa3x0FVV4Df0rX9evUuwJsbldZ8I0Eo5CYKnWcFVtjWPykm DN2f7yoPqEUYZYdiGVzwhQ== 0001144204-10-001147.txt : 20100108 0001144204-10-001147.hdr.sgml : 20100108 20100108163245 ACCESSION NUMBER: 0001144204-10-001147 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100108 DATE AS OF CHANGE: 20100108 GROUP MEMBERS: FIORE HOLDING S.R.L. GROUP MEMBERS: P&R S.P.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANIKA THERAPEUTICS INC CENTRAL INDEX KEY: 0000898437 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043145961 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45573 FILM NUMBER: 10517984 BUSINESS ADDRESS: STREET 1: 236 WEST CUMMINGS PARK CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179326616 MAIL ADDRESS: STREET 1: 236 WEST CUMMINGS PARK CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: ANIKA RESEARCH INC DATE OF NAME CHANGE: 19930309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fidia Farmaceutici S.p.A. CENTRAL INDEX KEY: 0001479105 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: VIA PONTE DELLA FABBRICA 3/A CITY: ABANO TERME (PD) STATE: L6 ZIP: CAP 35031 BUSINESS PHONE: 39 049 823 2228 MAIL ADDRESS: STREET 1: VIA PONTE DELLA FABBRICA 3/A CITY: ABANO TERME (PD) STATE: L6 ZIP: CAP 35031 SC 13G 1 v170960_sc13g.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.    )*

 
Anika Therapeutics Inc.
 (Name of Issuer)

 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
035255108
 (CUSIP Number)
 
 December 30, 2009
 (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)
þ Rule 13d-1(c)
o 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 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.
  
035255108
  
 
           
1  
NAMES OF REPORTING PERSONS
 
 
Fidia Farmaceutici S.p.A.
I.R.S. Identification Nos. of above persons (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
   
  Italy
       
  5  
SOLE VOTING POWER
     
NUMBER OF
   None
       
SHARES 6  
SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
1,981,192
       
EACH 7  
SOLE DISPOSITIVE POWER
REPORTING    
PERSON   None
       
WITH: 8  
SHARED DISPOSITIVE POWER
     
   
1,981,192
     
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,981,192 shares
     
10  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  Not applicable
     
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 14% (1)
     
12  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO (Corporation)
 
(1)           The beneficial ownership percentage reported herein is based on 12,581,787 shares of the common stock, $0.01 par value per share (“Common Stock”) of Anika Therapeutics Inc. (the “Issuer”) outstanding as of December 28, 2009, as disclosed to Fidia Farmaceutici S.p.A. (“Fidia”) in the Purchase and Sale Agreement, dated as of December 30, 2009 (the “Purchase Agreement”), between Fidia and the Issuer, plus 1,981,192 shares of Common Stock issued to Fidia pursuant to the Purchase Agreement.
 
 
 
 
 
                     
CUSIP NO.
  
035255108
  
 
           
1  
NAMES OF REPORTING PERSONS
 
 
P&R S.p.A.
I.R.S. Identification Nos. of above persons (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
   
  Italy
       
  5  
SOLE VOTING POWER
     
NUMBER OF
   None
       
SHARES 6  
SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
1,981,192
       
EACH 7  
SOLE DISPOSITIVE POWER
REPORTING    
PERSON   None
       
WITH: 8  
SHARED DISPOSITIVE POWER
     
   
1,981,192
     
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,981,192 shares
     
10  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  Not applicable
     
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 14% (2)
     
12  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

(2)           See footnote (1) above.

 
 
 
 
                     
CUSIP NO.
  
035255108
  
 
           
1  
NAMES OF REPORTING PERSONS
 
 
Fiore Holding S.r.l.
I.R.S. Identification Nos. of above persons (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
   
  Italy
       
  5  
SOLE VOTING POWER
     
NUMBER OF
   None
       
SHARES 6  
SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
1,981,192
       
EACH 7  
SOLE DISPOSITIVE POWER
REPORTING    
PERSON   None
       
WITH: 8  
SHARED DISPOSITIVE POWER
     
   
1,981,192
     
9  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,981,192 shares
     
10  
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  Not applicable
     
11  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  Approximately 14% (3)
     
12  
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

(3)           See footnote (1) above.

 
 
 

Item 1(a).
Name of Issuer

Anika Therapeutics Inc., a Massachusetts corporation (the “Issuer”).

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

32 Wiggins Avenue, Bedford, MA 01730.

Item 2(a).
Name of Person Filing

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

Item 2(c).
Citizenship

Fidia Farmaceutici S.p.A. (“Fidia”)
Via Ponte della Fabbrica 3/A
Abano Terme (PD), Italy CAP 35031
Citizenship: Italy

P&R S.p.A. (“P&R”)
Via Milano n. 186
Garbagnate Milanese (MI), Italy CAP 20024
Citizenship: Italy

Fiore Holding S.r.l. (“Fiore”)
Via Principe Amedeo n. 3
Milano (MI), Italy CAP 20121
Citizenship: Italy

Each of the foregoing is referred to as a “Reporting Person” and  collectively as the “Reporting Persons”.

Item 2(d)
Title of Class of Securities
 
Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(c)
CUSIP No.
 
035255108

Item 3.
If this Statement is Filed Pursuant to Rules 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 Act (15 U.S.C. 78o).
 
(b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
 
(c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)    ¨    An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
 
(f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F).

 
 
 
 
(g)    ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)    ¨    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)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).   
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

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:

Fidia is the record holder of 1,981,192 shares of Common Stock of the Issuer.

P&R, which owns a majority of the outstanding equity of Fidia, may be deemed to beneficially own the 1,981,192 shares of Common Stock beneficially owned by Fidia.

Fiore, which owns a majority of the outstanding equity of P&R, may be deemed to beneficially own the 1,981,192 shares of Common Stock beneficially owned by Fidia, which may be deemed to be beneficially owned by P&R.

Each of P&R and Fiore disclaims beneficial ownership of the shares of Common Stock beneficially owned by Fidia and the filing of this statement shall not be construed as an admission that any such Reporting Person is the beneficial owner of any such shares.
 
(b)                 Percent of class:
 
For each of the Reporting Persons: approximately 14%.  The beneficial ownership percentage reported herein is based on 12,581,787 shares of Common Stock outstanding as of December 28, 2009, as disclosed to Fidia in the Purchase and Sale Agreement, dated as of December 30, 2009 (the “Purchase Agreement”), between Fidia and the Issuer, plus 1,981,192 shares of Common Stock issued to Fidia pursuant to the Purchase Agreement.
 
(c)                 Number of shares as to which such person has:
 
(i)   Sole power to vote or to direct the vote: None
 
(ii)  Shared power to vote or to direct the vote:  1,981,192
 
(iii) Sole power to dispose or to direct the disposition of:  None
 
(iv) Shared power to dispose or to direct the disposition of:  1,981,192
 
Fidia has both voting and investment authority with respect to 1,981,192 of the shares of Common Stock of the Issuer (the “Shares”).  However, P&R, which owns a majority of the outstanding equity of Fidia, and Fiore, which owns a majority of the outstanding equity of P&R, may each be deemed to control Fidia and share voting and investment power with respect to the Shares.  In addition, Fidia may be deemed to share investment power over 800,000 of the Shares with the Issuer pursuant to the terms of the Escrow Agreement, dated as of December 30, 2009, between Fidia, the Issuer and America Stock Transfer and Trust Co. (the “Escrow Agreement”), as described in further detail in response to Item 6 below.

 
 
 

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.

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

Pursuant to the terms of the Escrow Agreement, Fidia may be deemed to share with the Issuer the power to dispose or direct the disposition of 800,000 shares of Common Stock (the “Escrow Shares”).  The Escrow Shares have been placed in escrow subject to the Escrow Agreement for a period of up to 18 months (or for so long as any claims are validly pending with respect to such shares) in order to secure the indemnification obligations of Fidia under the Purchase Agreement.  Subject to the terms of the Escrow Agreement, the number of Escrow Shares in escrow will be reduced to 500,000 shares of Common Stock on January 1, 2011.  For so long as any Escrow Shares are subject to the Escrow Agreement, Fidia has the sole right to vote such shares but, without the consent of the Issuer, may not dispose of or transfer its interests in such shares.  Any dividends paid with respect to escrowed shares will be added to the escrow account and become subject to the Escrow Agreement.

Other than the Issuer in accordance with the terms of the Escrow Agreement as described above, no person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported in Item 4.

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.
Certifications
 
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.
 
     Date: 1/8/2010

         
   
FIDIA FARMACEUTICI S.P.A.
         
   
/s/ 
  
 Antonio Germani
   
By:
  
Antonio Germani
   
Title:
  
Chief Executive Officer
         
   
P&R S.P.A.
         
   
/s/ 
  
Carlo Pizzocaro
   
By:
  
Carlo Pizzocaro
   
Title:
  
Managing Director
     
   
FIORE HOLDING S.R.L.
         
   
/s/ 
  
Francesco Pizzocaro
   
By:
  
Francesco Pizzocaro
   
Title:
  
Chairman

 
 
 

Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G and any amendments to it with respect to the Common Stock, par value $0.01 per share, of Anika Therapeutics Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
 
Dated: 1/8/2010

         
   
FIDIA FARMACEUTICI S.P.A.
         
   
/s/ 
  
 Antonio Germani
   
By:
  
Antonio Germani
   
Title:
  
Chief Executive Officer
         
   
P&R S.P.A.
         
   
/s/ 
  
Carlo Pizzocaro
   
By:
  
Carlo Pizzocaro
   
Title:
  
Managing Director
     
   
FIORE HOLDING S.R.L.
         
   
/s/ 
  
Francesco Pizzocaro
   
By:
  
Francesco Pizzocaro
   
Title:
  
Chairman

 
 
 
 
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