-----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, F2lOwHtZeEeN8tr8gHfvzzJ32n30m8cLpZfQMiFKPF6qVNd7r5aVJFxJMF5KIYy/ dWOdsgpyZQ+vybBoIvrRrA== 0001019056-08-001456.txt : 20081219 0001019056-08-001456.hdr.sgml : 20081219 20081219165411 ACCESSION NUMBER: 0001019056-08-001456 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 GROUP MEMBERS: LANCE W. HELFERT GROUP MEMBERS: PAUL J. ORFALEA GROUP MEMBERS: R. ATTICUS LOWE GROUP MEMBERS: WEST COAST ASSET MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QLT INC/BC CENTRAL INDEX KEY: 0000827809 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43381 FILM NUMBER: 081261712 BUSINESS ADDRESS: STREET 1: 887 GREAT NORTHERN WAY STREET 2: - CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 BUSINESS PHONE: 6047077000 MAIL ADDRESS: STREET 1: 887 GREAT NORTHERN WAY CITY: VANCOUVER STATE: A1 ZIP: V5T 4T5 FORMER COMPANY: FORMER CONFORMED NAME: QLT PHOTO THERAPEUTICS INC DATE OF NAME CHANGE: 19960618 FORMER COMPANY: FORMER CONFORMED NAME: QUADRA LOGIC TECHNOLOGIES INC DATE OF NAME CHANGE: 19941201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST COAST ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001276537 IRS NUMBER: 770559124 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 BUSINESS PHONE: 8056535333 MAIL ADDRESS: STREET 1: 2151 ALESSANDRO DR STREET 2: STE 100 CITY: VENTURA STATE: CA ZIP: 93001 SC 13D/A 1 qlt_13da1.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* QLT Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, no par value ------------------------------------------------------- (Title of Class of Securities) 746927102 ------------------------------------------------------- (CUSIP Number) West Coast Asset Management, Inc. 1205 Coast Village Road Montecito, California 93108 Attention: R. Atticus Lowe Telephone: (805) 653-5333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 2008 ------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 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 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.) Page 1 of 7 pages CUSIP No.: 746927102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON West Coast Asset Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,408,596 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,408,596 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,408,596 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON IA Page 2 of 7 pages CUSIP No.: 746927102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Atticus Lowe 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,408,596 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,408,596 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,408,596 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON HC Page 3 of 7 pages CUSIP No.: 746927102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance W. Helfert 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,408,596 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,408,596 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,408,596 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON HC Page 4 of 7 pages CUSIP No.: 746927102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul J. Orfalea 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 4,408,596 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 4,408,596 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,408,596 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON HC Page 5 of 7 pages EXPLANATORY NOTE This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed with respect to the beneficial ownership of common stock, no par value (the "Common Stock"), of QLT Inc. (the "Company" or the "Issuer"). This Amendment No. 1 amends and restates in its entirety Item 5 of the Schedule 13D filed by (1) West Coast Asset Management, Inc., a California corporation (the "Investment Manager"); (2) R. Atticus Lowe, a United States Citizen ("Lowe"); (3) Lance W. Helfert, a United States Citizen ("Helfert"); and (4) Paul J. Orfalea, a United States Citizen ("Orfalea", and together with Lowe and Helfert, the "Principals," and together with the Investment Manager, the "Reporting Persons"). ITEM 5. Interest in Securities of the Issuer. (a) As of December 16, 2008, the Accounts directly own 4,408,596 shares of Common Stock representing 5.9% of all of the outstanding shares of Common Stock. The Investment Manager and the Principals may be deemed to share (with each other and not with any third party) voting and/or dispositive power with respect to such shares, and disclaim beneficial ownership of such shares. The percentage set forth in this response is based on the 74,620,328 shares of Common Stock outstanding as of November 4, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. (b) The Investment Manager and the Principals may be deemed to share power (with each other and not with any third party) to vote or direct the vote of and to dispose or direct the disposition of the 4,408,596 shares of Common Stock held by the Accounts. (c) The Investment Manager engaged in the following transactions on the open market (except as indicated with a * below) in the ordinary course of business with respect to the Issuer's Common Stock: Weighted Average Type of Trade Date # of Shares Price Per Share Transaction ---------- ----------- --------------- ----------- 11/17/2008 40,750 $1.9969 Sale 11/17/2008 22,850 * * 11/20/2008 16,300 $1.9367 Purchase 11/21/2008 25,500 $1.7838 Purchase 11/24/2008 16,900 $1.8207 Sale 11/26/2008 10,000 $1.8917 Purchase 12/11/2008 7,100 $2.1195 Sale 12/12/2008 78,948 $2.1524 Sale 12/15/2008 181,180 $2.0976 Sale 12/16/2008 330,040 $2.0972 Purchase 12/16/2008 1,239,872 $2.0892 Sale 12/17/2008 19,025 $2.1528 Sale * At the direction of a client, such shares were transferred out of the Accounts. Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days. (d) Not applicable. (e) Not applicable. Page 6 of 7 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: December 19, 2008 WEST COAST ASSET MANAGEMENT, INC. R. ATTICUS LOWE LANCE W. HELFERT PAUL J. ORFALEA By: /s/ Linda Schuman -------------------------------------- Name: Linda Schuman Title: Chief Compliance Officer of the Investment Manager and Attorney-in-fact for each of the Principals Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----