-----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, E6LdgZXLfFlfHKbKSIoo9CnBkmTbEY8Of7di5cZz8ixtEP82dBqAopnmWDXGa9e9 JZCXBiHqmwu1ZI08YIwl+A== 0001193125-08-043825.txt : 20080229 0001193125-08-043825.hdr.sgml : 20080229 20080229165307 ACCESSION NUMBER: 0001193125-08-043825 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 GROUP MEMBERS: STEVE GORLIN REVOCABLE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DARA BioSciences, Inc. CENTRAL INDEX KEY: 0000919745 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043216862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48323 FILM NUMBER: 08656574 BUSINESS ADDRESS: STREET 1: 4505 FALLS OF NEUSE ROAD CITY: RALEIGH STATE: NC ZIP: 27609 BUSINESS PHONE: 919-872-5578 MAIL ADDRESS: STREET 1: 4505 FALLS OF NEUSE ROAD CITY: RALEIGH STATE: NC ZIP: 27609 FORMER COMPANY: FORMER CONFORMED NAME: DARA BIOSCIENCES INC DATE OF NAME CHANGE: 20080211 FORMER COMPANY: FORMER CONFORMED NAME: POINT THERAPEUTICS INC DATE OF NAME CHANGE: 20020328 FORMER COMPANY: FORMER CONFORMED NAME: HMSR INC DATE OF NAME CHANGE: 20010618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORLIN STEVE CENTRAL INDEX KEY: 0001033742 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 3012179858 MAIL ADDRESS: STREET 1: 150 GULF SHORE DRIVE STREET 2: UNIT 601 CITY: DESTIN STATE: FL ZIP: 32541 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.            )*

 

 

 

DARA BioSciences, Inc.

(Name of Issuer)

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

 

23703P106

(CUSIP Number)

 

 

Steve Gorlin

1234 Airport Road, Suite 105, Destin, FL 32541

(850) 650-1010

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

 

 

February 12, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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.

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. 23703P106    13D    Page 2 of 8 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Steve Gorlin

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS

 

            Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  

¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            U.S.

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER

 

                0

 

  8    SHARED VOTING POWER

 

                2,168,189

 

  9    SOLE DISPOSITIVE POWER

 

                0

 

10    SHARED DISPOSITIVE POWER

 

                2,168,189

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            2,168,189

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            8%

    
14  

TYPE OF REPORTING PERSON

 

            PN

    

 

Page 2 of 8 Pages

CUSIP No. 23703P106    13D    Page 3 of 8 Pages

 

  1  

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Steve Gorlin Revocable Trust

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS

 

            Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  

¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Florida

    

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

  

  7    SOLE VOTING POWER

 

                0

 

  8    SHARED VOTING POWER

 

                2,168,189

 

  9    SOLE DISPOSITIVE POWER

 

                0

 

10    SHARED DISPOSITIVE POWER

 

                2,168,189

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            2,168,189

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            8%

    
14  

TYPE OF REPORTING PERSON

 

            OO

    

 

Page 3 of 8 Pages

Item 1. Security and Issuer.

This Statement relates to the Common Stock, par value $0.01 per share, of DARA BioSciences, Inc., a Delaware corporation (the “Company”), with its principal executive office located at 4505 Falls of Neuse Road, Suite 125; Raleigh, N.C. 27609.

 

Item 2. Identity and Background.

This Statement is being jointly filed by Steve Gorlin and the Steve Gorlin Revocable Trust (the “Reporting Persons”). Mr. Gorlin serves as trustee for the Steve Gorlin Revocable Trust and, in such capacity, exercises voting and investment authority with respect to the shares held by such entity.

The address of the principal business office of Mr. Gorlin is 1234 Airport Road, Suite 105, Destin, FL 32541. Mr. Gorlin, a United States citizen, is primarily engaged in the business of investment management.

During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 3. Source and Amount of Funds or Other Consideration.

The Steve Gorlin Revocable Trust acquired 2,168,189 shares of the Company’s common stock on February 12, 2008 as a result of the merger between the Company, DP Acquisition Corp., a wholly-owned subsidiary of the Company, and DARA BioSciences, Inc., a privately held development-stage pharmaceutical company (“DARA”). The Steve Gorlin Revocable Trust held shares of DARA common stock and preferred stock that were converted into shares of the Company’s common stock as a result of the merger.

 

Item 4. Purpose of Transaction.

The Reporting Persons may acquire additional securities of the Company from time to time in the future, subject to certain factors, including market conditions and the Reporting Persons’ assessment of the business and prospects of the Company.

The Reporting Persons are continuously evaluating the business and prospects of the Company, and their present and future interests in, and intentions with respect to, the Company and may at any time decide to dispose of any or all of the shares of the Company currently owned by them as well as securities they may acquire in the future, subject to certain factors, including applicable securities law and contractual restrictions and market conditions.

 

Page 4 of 8 Pages

Except as set forth in this Statement, the Reporting Persons have not formulated any plans or proposals that relate to or would result in: (a) the acquisition of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors of the Company, (e) any material change in the present capitalization or dividend policy of the issuer, (f) any other material change in the Company’s business or corporate structure, (g) changes in the Company’s certificate of incorporation, bylaws or instruments corresponding thereto or other actions that may impede the acquisition or control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer.

(a) Each of the Reporting Persons beneficially owns, either directly or indirectly, 2,168,189 shares, or approximately 8%, of the Company’s common stock.

(b) Mr. Gorlin serves as trustee for the Steve Gorlin Revocable Trust and, in such capacity, exercises voting and investment authority with respect to the shares held by such entity. As a result, the Reporting Persons share voting and investment power with respect to 2,168,189 shares of the Company’s common stock.

(c) Except as described in Item 3 below, neither of the Reporting Persons has effected a transaction in shares of the Company’s common stock during the past 60 days.

(d) Except as described herein, neither of the Reporting Persons is aware of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Company common stock beneficially owned by the Reporting Persons.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer

In connection with the merger transaction described in Item 3 above, Mr. Gorlin entered into a letter agreement pursuant to which he agreed that he would not offer, sell or otherwise transfer or dispose of any shares of Company common stock or any security convertible into shares of Company common stock for a period of six months following the closing date of the merger and an additional six months thereafter, provided that, during such second six-month period, the transfer restrictions do not apply to an aggregate amount of Company common stock that does not exceed the volume limitations of Rule 144 promulgated under the Securities Act in any three-month period.

 

Page 5 of 8 Pages

A copy the letter agreement is filed with this report as Exhibit 99 and is hereby incorporated by reference herein. The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.

 

Page 6 of 8 Pages

Item 7. Material to Be Filed as Exhibits

 

Exhibit

  

Name

99   Letter Agreement Regarding Shares between the Company, DARA BioSciences, Inc. and Steve Gorlin

 

Page 7 of 8 Pages

SIGNATURE

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

 

Dated: February 29, 2008

/s/ Steve Gorlin

Steve Gorlin
The Steve Gorlin Revocable Trust

/s/ Steve Gorlin

Steve Gorlin, Trustee

 

Page 8 of 8 Pages

EX-99 2 dex99.htm LETTER AGREEMENT Letter Agreement

EXHIBIT 99

October     , 2007

Board of Directors

Point Therapeutics, Inc.

70 Walnut Street

Wellesley Hills, Massachusetts 02481

Board of Directors

DARA BioSciences, Inc.

4505 Falls of the Neuse Road

Raleigh, North Carolina 27609

Letter Agreement Regarding Shares

Ladies and Gentlemen:

I, the undersigned stockholder of Point Therapeutics, Inc, intending to be legally bound, hereby agree with Point Therapeutics, Inc., a Delaware corporation (“Point”) and DARA BioSciences, Inc., a Delaware corporation (“DARA”) as follows in order to induce Point and DARA to enter into that certain Agreement and Plan of Merger, dated as of October 9, 2007 (the “Agreement”), by and among DARA, Point and DP Acquisition Corp., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into DARA resulting in DARA becoming a wholly-owned subsidiary of Point (the “Merger”).

1. Agreement to Vote Shares. Subject to Paragraph 2 hereof, at every meeting of the stockholders of Point called with respect to the following actions, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Point with respect to the following actions, or in any other circumstances upon which a vote, consent or other approval with respect to the following actions is sought, I agree to vote all outstanding shares of the Point Common Stock that I hold of record and beneficially, and any additional outstanding shares of the Point that I hold of record and beneficially as of the relevant record date (the “Shares”), in person or by proxy, in favor of approval of the Reverse Stock Split, the Name Change and the issuance of Point Common Stock in the Merger pursuant to the Agreement, and any other actions contemplated thereby.

2. Exceptions. Notwithstanding the provisions of Paragraph 1 above, I will have no obligation to vote any of my Shares pursuant to Paragraph 1 hereof unless:

(a) there shall not be in effect, on the date of the vote taken with respect to the Merger, any statute, rule, regulation, order or injunction of a court of competent jurisdiction which prohibits, restricts or makes illegal the consummation of the Merger; and

(b) the Registration Statement to be filed with the SEC by Point under the Securities Act to register the shares of the Point Common Stock to be issued in the Merger shall have become effective under the Securities Act and shall not be the subject of any stop order or proceeding by the SEC seeking a stop order.

 

3. Limitation. I agree that I will retain at all times the right to vote my Shares in my sole discretion on all matters, other than those set forth in Paragraph 1 hereof, that are at any time or from time to time presented for consideration by the Company’s stockholders generally.

4. No Other Voting Agreements. I agree that I will not, nor will I permit any entity under my control to, deposit any of my Shares in a voting trust or subject any of my Shares, directly or indirectly, to any arrangement with respect to the voting of the Shares in any manner inconsistent with this Letter Agreement.

5. Transfer Restrictions. I agree that, between the date of this Letter Agreement and the closing date of the Merger, I will not sell, transfer, pledge, give, hypothecate, assign or otherwise alienate or transfer, by proxy or otherwise (including any transfer by operation of law or by will or by the laws of descent and distribution), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, assignment or other disposition of, any of my Shares, except to a person who is a party to an agreement with DARA and Point in the form of this Letter Agreement.

I further agree that I will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.01 per share par value, of Point (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by me in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, during the periods below (collectively, the “Restriction Period”):

(i) the six months following the closing date of the Merger; and

(ii) the six months following the period in subparagraph (i) above, provided that, during such second six-month period, the restrictions of this section shall not apply to an aggregate amount of Common Stock that does not exceed the volume limitations of Rule 144 promulgated under the Securities Act in any three-month period.

In furtherance of the foregoing, Point, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

6. Capacity. I agree that I am executing this Letter Agreement solely in my capacity as a stockholder of Point. Nothing contained in this Letter Agreement shall limit or otherwise affect the conduct or exercise of my fiduciary duties as an officer or director of Point.

 

2

7. Specific Performance. I agree that irreparable damage would occur in the event any of the provisions of this Letter Agreement were not performed in accordance with the terms hereof, and DARA and Point each shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

8. Further Assurances. I agree that I will, from time to time, take such actions and execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments as DARA or Point may reasonably request for the purpose of effectively carrying out the purposes of this Letter Agreement.

9. Consent and Waiver. I hereby give any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which I am a party as a stockholder of Point or pursuant to any rights I may have as a stockholder of Point.

10. Entire Agreement; Binding Effect. This Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and shall be binding upon the successors, assigns, heirs, executors and personal representatives (as applicable) of the parties hereto.

11. Governing Law. This Letter Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

12. Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

13. Termination. This Letter Agreement shall terminate and have no further force or effect as of the earlier to occur of (a) such date and time as the Restriction Period ends, or (b) such date and time as the Agreement shall have been terminated in accordance with Article IX thereof.

 

[The next page is the signature page.]

 

3

    Very truly yours,
Dated: October     , 2007     Name:   Steve Gorlin
   

/s/    Steve Gorlin

Steve Gorlin

    Point Therapeutics, Inc.
    By:   /s/    Donald R. Kiepert, Jr.
    Name:   Donald R. Kiepert, Jr.
    Title:   President
    DARA BioSciences, Inc.
    By:   /s/    Richard Franco
    Name:   Richard Franco
    Title:   President and Chief Executive Officer

 

4

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