0000950103-14-004866.txt : 20140714 0000950103-14-004866.hdr.sgml : 20140714 20140714060416 ACCESSION NUMBER: 0000950103-14-004866 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140714 DATE AS OF CHANGE: 20140714 GROUP MEMBERS: SHIONOGI LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Egalet Corp CENTRAL INDEX KEY: 0001586105 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463575334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87969 FILM NUMBER: 14972700 BUSINESS ADDRESS: STREET 1: 460 EAST SWEDESFORD ROAD STREET 2: SUITE 1050 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-833-4200 MAIL ADDRESS: STREET 1: 460 EAST SWEDESFORD ROAD STREET 2: SUITE 1050 CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIONOGI & CO LTD CENTRAL INDEX KEY: 0001281721 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1-8, DOSHOMACHI 3-CHOME STREET 2: CHUO-KU CITY: OSAKA STATE: M0 ZIP: 541-0045 BUSINESS PHONE: 510-747-3900 SC 13D/A 1 dp47799_sc13da.htm FORM SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D/A
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)*
 
 
EGALET CORPORATION
(Name of Issuer)
 
 
Common Stock, par value $0.001 per Share
(Title of Class of Securities)
 
 
28226B104
(CUSIP Number)
 
Shinya Matsuzawa
Corporate Officer, Vice President
Legal Affairs Department
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku,
Osaka 541-0045, Japan
+81 6 6202 2161
Takashi Takenoshita
Chief Executive Officer
 
Shionogi Limited
33 Kingsway
London, WC2B 6UF, United Kingdom
+44 20 3053 4199
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
April 1, 2014
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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.
 
 
 
 

 
 
 
CUSIP No.
 
 
 
28226B104
1.
Names of Reporting Person:
 
Shionogi & Co., Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
3.
SEC Use Only
 
 
 
4.
Source of Funds (See Instructions):
 
WC
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
6.
Citizenship or Place of Organization:
 
Japan
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power:
 
0
8.
 
Shared Voting Power:
 
1,250,000
9.
 
Sole Dispositive Power:
 
0
10.
 
Shared Dispositive Power:
 
1,250,000
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
1,250,000
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
o
13.
Percent of Class Represented by Amount in Row (11):
 
7.24%*
 
14.
Type of Reporting Person (See Instructions):
 
CO
 
 
* Based on 17,258,663 shares of Company Common Stock as reported in the Company’s Form 10-Q/A filed with the Securities and Exchange Commission on June 11, 2014.
 
 
 
2

 
 
 
CUSIP No.
 
 
 
28226B104 
1.
Names of Reporting Person:
 
Shionogi Limited
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
 
3.
SEC Use Only
 
 
 
4.
Source of Funds (See Instructions):
 
AF
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
6.
Citizenship or Place of Organization:
 
United Kingdom
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power:
 
0
8.
 
Shared Voting Power:
 
1,250,000
9.
 
Sole Dispositive Power:
 
0
10.
 
Shared Dispositive Power:
 
1,250,000
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
1,250,000
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
o
13.
Percent of Class Represented by Amount in Row (11):
 
7.24%*
 
14.
Type of Reporting Person (See Instructions):
 
CO
 
 
* Based on 17,258,663 shares of Company Common Stock as reported in the Company’s Form 10-Q/A filed with the Securities and Exchange Commission on June 11, 2014.
 
 
 
3

 
 
Item 1. Security and Issuer

This Amendment No. 1 amends the Schedule 13D  by Shionogi & Co., Ltd. and Shionogi Limited filed with the U.S. Securities Exchange Commission on February 14, 2014 (the “Schedule 13D”), relating to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company Common Stock”), of Egalet Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 460 East Swedesford Road, Suite 1050, Wayne, Pennsylvania 19087. Only those items reported in this Amendment No. 1 are amended and all other items remain unchanged.  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 2. Identity and Background

Items 2 is hereby amended and restated as follows:
 
(a) - (c) and (f)
The persons filing this Schedule 13D are Shionogi & Co., Ltd. (“Parent”), a company organized under the laws of Japan, and Shionogi Limited (the “Investor”), a company organized under the laws of England and Wales (Parent and Investor, collectively, the “Reporting Persons”).

Parent is a major research-driven pharmaceutical company and engaged in research, development, manufacturing, and marketing activities, with a primary focus on prescription drugs, OTC drugs and diagnostics. Parent’s shares are listed on Tokyo Stock Exchange and Osaka Securities Exchange. The address of the principal business and principal offices of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.

The Investor, a direct wholly-owned subsidiary of Parent, is the center of Parent’s business in Europe which serves as a hub for development and drive the management of new innovative medicines across Europe, as well as the Middle East and Africa. The areas of focus for the Investor include infectious diseases, allergies, oncology and women’s health. The address of the principal business and principal offices of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.

The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship for each director and executive officer of the Parent and the Investor are set forth on Schedule I hereto and incorporated herein by reference.

(d) – (e)
During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I attached hereto, has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated as follows:

(a) – (b) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 17,258,663, which include 1,250,000 shares of Company Common Stock issued pursuant to the Collaboration and License Agreement and the Common Stock Purchase Agreement, as reported in the final prospectus of the Company’s IPO filed with the Securities and Exchange Commission on February 7, 2014. For the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Investor is the direct record owner of and may be deemed to have
 
 
4

 
 
shared voting and dispositive power with respect to, and the Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 1,250,000 shares of Company Common Stock, representing approximately 7.24% of the outstanding shares of Company Common Stock. The decrease in the Parent’s beneficial ownership is due to an increase in issued and outstanding Company Common Stock resulting from, among other things, an exercise of an option granted to the underwriters on February 11, 2014 to purchase up to an additional 630,000 shares of Company Common Stock at the initial public offering price to cover any over-allotments until March 7, 2014, as well as issuance of 1,680,000 stock options pursuant to the Company’s 2013 Stock-Based Incentive Compensation Plan.

Except as set forth above, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto, has power to vote or to direct the vote or to dispose or direct the disposition of any shares of Company Common Stock.

(c) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto has engaged in any transaction in shares of the Company Common Stock in the past 60 days.
 
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company Common Stock beneficially owned by the Reporting Persons.
 
(e) Not applicable.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit Number
 
Description
1.
 
Joint Filing Agreement dated as of July 14, 2014 by and between Shionogi & Co., Ltd. and Shionogi Limited

 
5

 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: July 14, 2014

 
Shionogi & Co., Ltd.
 
       
 
By:
/s/ Shinya Matsuzawa
 
 
Name:
Shinya Matsuzawa
 
 
Title:
Corporate Officer
Vice President
Legal Affairs Department
 
 
 
 
Shionogi Limited
 
 
 
 
 
 
By:
/s/ Takashi Takenoshita
 
 
Name:
Takashi Takenoshita
 
 
Title:
Chief Executive Officer
 

 
6

 
 
SCHEDULE I


EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI & CO., LTD.

The name and present principal occupation of each of the executive officers and directors of the Parent are set forth below. All individuals named in the table below are employed by the Parent. The address of the principal business and principal office of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.

Name
 
Principal Occupation or Employment
 
Name, Principal Business and Address of Other Corporation or Organization (if different)
 
Citizenship
             
Motozo Shiono
 
Chairman of the Board and Representative Director
     
Japan
             
Isao Teshirogi, Ph.D.
 
President and CEO, Members of the Board
     
Japan
             
Akio Nomura
 
Members of the Board
 
The Royal Hotel, Ltd.
3-68, Nakanoshima 5-chome, Kita-ku, Osaka 530-0005 Japan
 
Japan
             
Teppei Mogi
 
Members of the Board
 
Oh-Ebashi LPC & Partners
27F Nakanoshima Festival Tower
3-18, Nakanoshima 2-chome, Kita-ku, Osaka 530-0005 Japan
 
Japan
             
Katsuhiko Machida
 
Members of the Board
 
Sekisui House, Ltd.
1-88, Oyodonaka 1-chome, Kita-ku, Osaka, 531-0076, Japan
 
Japan
             
Takuko Sawada
 
Senior Executive Officer
     
Japan
             
Takuo Fukuda
 
Executive Officer
     
Japan
             
Ryuichi Kume, Ph.D.
 
Executive Officer
     
Japan
             
Yoshiaki Kamoya
 
Executive Officer
     
Japan
             
Hirosato Kondo, Ph.D.
 
Corporate Officer
     
Japan
             
Kohji Hanasaki, Ph.D.
 
Corporate Officer
     
Japan
             
Takayuki Yoshioka, Ph.D.
 
Corporate Officer
     
Japan
             
Kiyoshi Nagata, Ph.D.
 
Corporate Officer
     
Japan
             
Kazuhiro Hatanaka
 
Corporate Officer
     
Japan
             
Masaaki Takeyasu
 
Corporate Officer
     
Japan
             
John Keller, Ph.D.
 
Corporate Officer
 
Shionogi Inc.
300 Campus Drive, Florham Park,
NJ 07932, USA
 
United States
 
 
7

 
 
 
Shinya Matsuzawa
 
Corporate Officer
     
Japan

 
 

 
 
8

 
 
EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI LIMITED

The name and present principal occupation of each of the executive officers and directors of the Investor are set forth below. All individuals named in the table below are employed by the Investor. The address of the principal business and principal office of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.

Name
 
Principal Occupation or Employment
 
Name, Principal Business and Address of Other Corporation or Organization (if different)
 
Citizenship
             
Takashi Takenoshita
 
Chief Executive Officer, Members of the Board
     
Japan
             
Isao Teshirogi, Ph. D.
 
Members of the Board
 
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
 
Japan
             
Takuko Sawada
 
Members of the Board
 
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
 
Japan
             
Masaaki Takeyasu
 
Members of the Board
 
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
 
Japan
             
Yuji Hosogai
 
Members of the Board
 
Shionogi & Co., Ltd.
1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan
 
Japan
             

 
9

 

 
EXHIBIT 1

 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) 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 13D (including amendments thereto) with respect to the common stock of Egalet Corporation, par value $0.001 per share, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of July 2014.

 
 
Shionogi & Co., Ltd.
 
       
 
By:
/s/ Shinya Matsuzawa
 
 
Name:
Shinya Matsuzawa
 
 
Title:
Corporate Officer
Vice President
Legal Affairs Department
 

 
 
Shionogi Limited
 
 
 
 
 
 
By:
/s/ Takashi Takenoshita
 
 
Name:
Takashi Takenoshita
 
 
Title:
Chief Executive Officer
 

 
 
 10