-----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, TGWVL0zTjaGUJU2xV8H6lES1CiJ9XcOBoDP8uzTn+QHN55rXqAiSVtcFKu84BpHv t5V+cDUcM81WFoUt+FCe/Q== 0001104659-10-061761.txt : 20101208 0001104659-10-061761.hdr.sgml : 20101208 20101208171446 ACCESSION NUMBER: 0001104659-10-061761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101208 DATE AS OF CHANGE: 20101208 GROUP MEMBERS: DAINIPPON SUMITOMO PHARMA AMERICA HOLDINGS, INC. GROUP MEMBERS: DAINIPPON SUMITOMO PHARMA CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPHERE MEDICAL INC CENTRAL INDEX KEY: 0000919015 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043216867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48675 FILM NUMBER: 101240515 BUSINESS ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 7816817900 MAIL ADDRESS: STREET 1: 1050 HINGHAM STREET CITY: ROCKLAND STATE: MA ZIP: 02370 FORMER COMPANY: FORMER CONFORMED NAME: BIOSEPRA INC DATE OF NAME CHANGE: 19940215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sunovion Pharmaceuticals Inc. CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 84 WATERFORD DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 BUSINESS PHONE: 5084816700 MAIL ADDRESS: STREET 1: 84 WATERFORD DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: SEPRACOR INC /DE/ DATE OF NAME CHANGE: 19930328 SC 13D/A 1 a10-22511_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)

 

BIOSPHERE MEDICAL, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

09066V 10 3

(CUSIP Number)

 

MARK J. WANDA

SENIOR VICE PRESIDENT, GENERAL COUNSEL

AND CORPORATE SECRETARY

SUNOVION PHARMACEUTICALS INC.

84 WATERFORD DRIVE

MARLBOROUGH, MASSACHUSETTS 01752

(508) 481-6700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 10, 2010

(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.

 

(1) 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 (“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. 09066V 10 3

 

 

1.

Name of Reporting Person
Sunovion Pharmaceuticals Inc. (formerly known as Sepracor Inc.)

I.R.S. Identification No. of above person (entities only)
22-2536587

 

 

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 (see Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware.

 

Number of
Shares
Beneficially
Owned by
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
0 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Reporting Person
0 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

A-2



 

CUSIP No. 09066V 10 3

 

 

1.

Name of Reporting Person
Dainippon Sumitomo Pharma America Holdings, Inc.

I.R.S. Identification No. of above person (entities only)
27-0534130

 

 

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)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
0 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Reporting Person
0 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

A-3



 

CUSIP No. 09066V 10 3

 

 

1.

Name of Reporting Person
Dainippon Sumitomo Pharma Co., Ltd.

I.R.S. Identification No. of above person (entities only)
N/A

 

 

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)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
N/A

 

 

6.

Citizenship or Place of Organization
Osaka, Japan.

 

Number of
Shares
Beneficially
Owned
Reporting
Person With

7.

Sole Voting Power
0 shares

 

8.

Shared Voting Power
0 shares

 

9.

Sole Dispositive Power
0 shares

 

10.

Shared Dispositive Power
0 shares

 

 

11.

Aggregate Amount Beneficially Owned by Reporting Person
0 shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
N/A

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

A-4



 

AMENDMENT NO. 7 TO STATEMENT ON SCHEDULE 13D

 

This Amendment No. 7 to Statement on Schedule 13D (“Amendment No. 7”) amends and supplements the Amendment No. 6 to Statement on Schedule 13D (“Amendment No. 6”) filed by Sepracor Inc. (now known as Sunovion Pharmaceuticals Inc.) (“Sepracor”) with the Securities and Exchange Commission on October 15, 2009.  Except as specifically provided herein, this Amendment No. 7 does not modify any of the information reported in Amendment No. 6.  Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in Amendment No. 6.

 

Item 2.                       Identity and Background.

 

Item 2 is hereby amended by adding the following paragraphs at the end of the existing Item 2:

 

On October 20, 2009, Aptiom merged with and into Sepracor and ceased to exist as a separate corporate entity.

 

On October 12, 2010, Sepracor Inc. changed its name to Sunovion Pharmaceuticals Inc.

 

Item 5.                       Interest in Securities of the Issuer.

 

Item 5 is hereby amended by adding the following paragraph at the end of the existing Item 5:

 

As a result of the merger of Merit BioAcquisition Co. with and into the Issuer, none of the Additional Beneficial Owners, Sepracor, the DSP Directors and Officers, the Schedule A Persons or the Schedule B Persons have beneficial ownership of any shares of Issuer Common Stock.

 

On September 7, 2010, pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Issuer, as amended (the “Certificate of Designations”), Sepracor converted 4,820 shares of Series A Preferred Stock into 1,205,000 shares of Issuer Common Stock, at the conversion price set forth in the Certificate of Designations.  As of September 7, 2010, Sepracor no longer held any shares of Series A Preferred Stock.  The description of the Certificate of Designations set forth herein is qualified in its entirety by reference to the full text of the Certificate of Designations, which is included as Exhibits 7(p) and 7(q).

 

On September 10, 2010, Sepracor exchanged 4,429,333 shares of Issuer Common Stock for a cash payment of $4.38 per share in connection with the merger of Merit BioAcquisition Co. with and into the Issuer, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 13, 2010, by and among the Issuer, Merit Medical Systems, Inc. and Merit BioAcquisition Co.  As of September 10, 2010, Sepracor no longer held any shares of Issuer Common Stock.  The description of the Merger Agreement set forth herein is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 7(r).

 

Item 7.         Material to be Filed as Exhibits

 

Item 7 is hereby amended by adding the following exhibits:

 

p.                                   Certificate of Designations, Preferences and Rights of Series A Preferred Stock of BioSphere Medical, Inc. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by BioSphere Medical, Inc. on November 15, 2004).

 

q.                                   Amendment No. 1 to the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of BioSphere Medical, Inc. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by BioSphere Medical, Inc. on May 23, 2005).

 

r.                                      Agreement and Plan of Merger, dated as of May 13, 2010, by and among BioSphere Medical, Inc., Merit Medical Systems, Inc. and Merit BioAcquisition Co. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BioSphere Medical, Inc. on May 14, 2010).

 

A-5



 

Signature

 

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement.  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: December 3, 2010

SUNOVION PHARMACEUTICALS INC.

 

 

 

 

 

 

 

By:

/s/ Saburo Hamanaka

 

 

Name:

Saburo Hamanaka

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

 

 

 

Dated: December 3, 2010

DAINIPPON SUMITOMO PHARMA CO., LTD.

 

 

 

 

 

 

By:

/s/ Hiroshi Nomura

 

 

Name:

Hiroshi Nomura

 

 

Title:

Executive Officer

 

 

 

 

Dated: December 3, 2010

DAINIPPON SUMITOMO PHARMA AMERICA HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Saburo Hamanaka

 

 

Name:

Saburo Hamanaka

 

 

Title:

President

 

A-6


 

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