-----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, StViqQROsKEpd4MW4nG7abbsI9WSrFVyKuQ0AK0X7cNMVGP0AF1OCJlWOnQYM8op jAOpFNncj8s9WNVQGF3E1g== 0001011438-10-000292.txt : 20100706 0001011438-10-000292.hdr.sgml : 20100705 20100706164431 ACCESSION NUMBER: 0001011438-10-000292 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA LABORATORIES INC CENTRAL INDEX KEY: 0000821995 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592758596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40470 FILM NUMBER: 10939369 BUSINESS ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9739943999 MAIL ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125834000 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 form_sc13g-columbia.htm form_sc13g-columbia.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

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

COLUMBIA LABORATORIES, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

197779101
(CUSIP Number)

July 2, 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:

[X]           Rule 13d-1(b)
[   ]           Rule 13d-1(c)
 [   ]           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 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).

Continued on following pages
Page 1 of 11 Pages
Exhibit Index:  Page 8


 
 
 

CUSIP NO. 197779101
Page  2 of 11 Pages


1           Names of Reporting Persons
             I.R.S. Identification Nos. of above persons (entities only)

PERRY CORP.

2           Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[     ]
b.  
[     ]

3           SEC Use Only

4           Citizenship or Place of Organization

NEW YORK

 
5
Sole Voting Power
Number of
  Shares
  
6,111,901
Beneficially
  Owned By
    Each
6
Shared Voting Power
0
Reporting
    Person
    With
7
Sole Dispositive Power
6,111,901
 
8
Shared Dispositive Power
   
0

9             Aggregate Amount Beneficially Owned by Each Reporting Person

6,111,901
10           Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[    ]

11           Percent of Class Represented By Amount in Row (9)

7.03%

12           Type of Reporting Person (See Instructions)
 
IA, CO

 
 
 

CUSIP NO. 197779101
Page  3 of 11 Pages


1           Names of Reporting Persons
             I.R.S. Identification Nos. of above persons (entities only)

RICHARD C. PERRY

2           Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[     ]
b.  
[     ]

3           SEC Use Only

4           Citizenship or Place of Organization

UNITED STATES

 
5
Sole Voting Power
Number of
  Shares
  
6,111,901
Beneficially
  Owned By
    Each
6
Shared Voting Power
0
Reporting
    Person
    With
7
Sole Dispositive Power
6,111,901
 
8
Shared Dispositive Power
   
0

9           Aggregate Amount Beneficially Owned by Each Reporting Person

6,111,901
10           Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[    ]

11           Percent of Class Represented By Amount in Row (9)

7.03%

12           Type of Reporting Person (See Instructions)

IN, HC



 
 
 
CUSIP NO. 197779101
Page 4 of 11 Pages


This Schedule 13G amends and restates the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC” or “Commission”) on March 12, 2010 (the “Schedule 13D”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Columbia Laboratories, Inc., a Delaware corporation.  As reported in the Schedule 13D, the Reporting Persons converted their previously filed Schedule 13G to the Schedule 13D as a result of the March 4, 2010 announcement by the Issuer of its proposed sale of certain assets to Watson Pharmaceuticals, Inc., execution of certain note purchase and amendment agreements and related transactions (the “Transactions”) because the Reporting Persons could h ave been deemed, as of such event date, to hold certain Common Stock with the effect of changing or influencing control of the Issuer.  The Issuer announced on July 2, 2010, that the Transactions have closed. Consequently, the Reporting Persons should no longer be deemed, as of the Date of Event, to hold the Shares (as defined below) with the effect of changing or influencing control of the Issuer.  This Schedule 13G is filed to convert such Schedule 13D into a Schedule 13G.

Item 1(a)
Name of Issuer:

Columbia Laboratories, Inc. (the “Issuer”).

Item 1(b)                Address of the Issuer's Principal Executive Offices:

354 Eisenhower Parkway
Livingston, NJ 07039

Item 2(a)                Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 
i)
Perry Corp.; and
 
 
ii)
Richard C. Perry, in his capacities as the President and sole stockholder of Perry Corp. (“Mr. Perry”).
 
This statement relates to Shares (as defined herein) held for the accounts of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser.
 
Item 2(b)                Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, New York, New York 10153.
 
Item 2(c)                Citizenship:

 
1)
Perry Corp. is a New York corporation; and
 
 
2)
Mr. Perry is a citizen of the United States.
 
Item 2(d)                Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Shares”).

 
 
 
CUSIP NO. 197779101
Page 5 of 11 Pages



Item 2(e)                CUSIP Number:

197779101

Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(e)  
Perry Corp. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
 
  (g)  
Mr. Perry is a control person of Perry Corp.
 

Item 4.                    Ownership:

Item 4(a)                 Amount Beneficially Owned:

 As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of Shares and certain other Shares issuable upon conversion of certain preferred shares (the “Preferred Shares”) and exercise of warrants beneficially owned by the Reporting Persons.  These Shares consist of (a) 3,333,330 Shares (b) 1,750,000 Shares issuable upon conversion of Preferred Shares beneficially owned by the Reporting Persons and (c) 1,028,571 Shares issuable upon exercise of Warrants (the “Original Warrants”).  The Original Warrants were issued on December 22, 2006 and the terms of the Original Warrants were previously disclosed in the Company’s Current Report on Form 8-K, filed on December 26, 2006.
 
 The Reporting Persons also own warrants exercisable for 3,488,370 Shares (the “Additional Warrants” and together with the Original Warrants, the “Warrants”), but the Additional Warrants are not exercisable until 180 days after the Date of Event.  The Additional Warrants were issued on July 2, 2010 and the terms of the Additional Warrants were previously disclosed in the Company’s Current Report on Form 8-K, filed on March 4, 2010.  The Warrants are subject to a conversion cap that precludes the holder thereof from exercising the Warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding.
 
 Without giving effect to the conversion cap contained in the Warrants or the 180 day limitation on exercise of the Additional Warrants, the Reporting Persons would own an aggregate of 9,600,271 Shares, including Shares issuable upon conversion of Preferred Shares and exercise of Warrants, representing 10.61% of the total number of Shares outstanding (based upon (i) 84,174,605 Shares outstanding as described in Item 4(b) below plus (ii) the additional 6,266,941 Shares that would be issued upon such conversion and/or exercise).  Each of the Reporting Persons disclaims beneficial ownership of the Shares issuable upon the exercise of the Warrants to the extent that they are not exercisable by the Reporting Persons within 60 days of the Date of Event or as a result of the conversion cap.
 
Item 4(b)                 Percent of Class:

 As of the Date of Event, the number of Shares outstanding was 84,174,605 (determined by adding the 65,567,198 Shares outstanding on May 25, 2010, according to the Issuer’s Definitive Proxy Statement on Schedule 14A (the “Schedule 14A”) filed on June 1, 2010, and the additional 18,607,407

 
 
 
CUSIP NO. 197779101
Page 6 of 11 Pages


Shares issued by the Issuer as of the Date of the Event in connection with the Transactions, based on disclosure in the Schedule 14A).  Assuming ownership of 3,333,330 Shares, conversion of Preferred Shares beneficially owned by the Reporting Persons which convert into 1,750,000 Shares, and exercise of the Original Warrants beneficially owned by the Reporting Persons which convert into 1,028,571 Shares, each of the Reporting Persons may be deemed as of the Date of Event to be the beneficial owner of 7.03% of the total number of Shares outstanding.
 
Item 4(c)                 Number of shares as to which such person has:

Perry Corp.
(i)
Sole power to vote or direct the vote
6,111,901
(ii)
Shared power to vote or to direct the vote
              0
(iii)
Sole power to dispose or to direct the disposition of
6,111,901
(iv)
Shared power to dispose or to direct the disposition of
              0

Mr. Perry
(i)
Sole power to vote or direct the vote
6,111,901
(ii)
Shared power to vote or to direct the vote
              0
(iii)
Sole power to dispose or to direct the disposition of
6,111,901
(iv)
Shared power to dispose or to direct the disposition of
              0

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].
 
Item 6.                    Ownership of More than Five Percent on Behalf of Another Person:

The limited partners of (or investors in) each of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser, have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Perry Corp. is the relevant entity for which Mr. Perry may be considered a control person.

Perry Corp. is an investment adviser registered under the Investment Advisers Act of 1940.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

 
 
 
CUSIP NO. 197779101
Page 7 of 11 Pages




Item 9.                    Notice of Dissolution of Group:
 
This Item 9 is not applicable.

Item 10.                  Certification:

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
 

 
 
 
CUSIP NO. 197779101
Page 8 of 11 Pages


SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date:  July 6, 2010                                                PERRY CORP.
 
 
By:           Richard C. Perry
Title:        President
 
 
                         By: /s/ Michael C. Neus
                                Michael C. Neus
                                Attorney-in-Fact for Richard C. Perry

                                                                                                

Date:  July 6, 2010                                                RICHARD C. PERRY
 
By: /s/ Michael C. Neus
        Michael C. Neus
       Attorney-in-Fact for Richard C. Perry





 
 
 
CUSIP NO. 197779101
Page 9 of 11 Pages

 
 
EXHIBIT INDEX
                    & #160;                                                                             Page No.
A.
Joint Filing Agreement, dated as of July 6, 2010, by and among the Reporting Persons…………………...........................................................................................................................
 
9
 
B.
 
Power of Attorney, dated June 21, 2005.........................................................................................................................................................................................................................................
 
10



 
 
 
CUSIP NO. 197779101
Page 10 of 11 Pages



EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Columbia Laboratories, Inc. dated as of July 2, 2010, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:  July 6, 2010                                                PERRY CORP.
 
 
By:           Richard C. Perry
Title:        President
 
 
                         By: /s/ Michael C. Neus
                                Michael C. Neus
                                Attorney-in-Fact for Richard C. Perry

                                                                                                

Date:  July 6, 2010                                                RICHARD C. PERRY
 
By: /s/ Michael C. Neus
        Michael C. Neus
       Attorney-in-Fact for Richard C. Perry

 





 
 
 
CUSIP NO. 197779101
Page 11 of 11 Pages


EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, RICHARD Perry, hereby make, constitute and appoint each of PAUL LEFF and MICHAEL NEUS acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity  or (b) in my capacity as an officer of, shareholder of or in other capacities with Perry Corp. (“Perry”) and each of its affiliates or entities advised by me or Perry, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other inve stments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 21st day of June 2005.

/s/ Richard Perry                                                      
Richard Perry




 

 





 
 
 

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