-----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, PzEoqchIrogKiqrvESpCSUTT0njJSSA2Hb+5BsAFAMkkdSIum9vN5LgTGh7tn98w Ys3iBrFsks3IaMakLiX8Bw== 0001013594-03-000010.txt : 20030121 0001013594-03-000010.hdr.sgml : 20030120 20030121171536 ACCESSION NUMBER: 0001013594-03-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INKINE PHARMACEUTICAL CO INC CENTRAL INDEX KEY: 0000929547 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133754005 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47932 FILM NUMBER: 03519922 BUSINESS ADDRESS: STREET 1: 1787 SENTRY PARKWAY WEST STREET 2: BUILDING 18 SUITE 440 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2152836850 MAIL ADDRESS: STREET 1: 1787 SENTRY PARKWAY WEST STREET 2: BUILDING 18 SUITE 440 CITY: BLUE BELL STATE: PA ZIP: 19422 FORMER COMPANY: FORMER CONFORMED NAME: PANAX PHARMACEUTICAL CO LTD DATE OF NAME CHANGE: 19940906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES SC 13G/A 1 inkine13ga.txt INKINE SC13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 1)* InKine Pharmaceutical Company, Inc. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 457214 10 4 (CUSIP Number) December 31, 2002 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] 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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Tail Wind Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A British Virgin Islands corporation NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 1,867,151 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,867,151 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,867,151 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% 12. TYPE OF REPORTING PERSON* CO This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common Stock") of InKine Pharmaceutical Company, Inc. beneficially owned by the Reporting Person specified herein as of December 31, 2002 and amends and supplements the Schedule 13G filed on November 4, 1999 by the Reporting Person (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,867,151 The Tail Wind Fund Ltd. ("Tail Wind") beneficially owns a total of 1,867,151 shares of Common Stock, which includes: (i) 1,459,459 shares of Common Stock into which Tail Wind's Senior Secured Convertible Notes (the "Notes") are convertible, and (ii) 407,692 shares of Common Stock for which a warrant issued September 20, 1999 is exercisable. Each of the above calculations is determined as of December 31, 2001 based on a conversion price of the Notes equal to $1.85 and no accrued interest. (b) Percent of class: 4.6% Tail Wind's aggregate beneficial ownership of 1,867,151 shares of Common Stock constitutes 4.6% of all the outstanding shares of Common Stock, based upon 39,185,269 outstanding shares of Common Stock as of November 11, 2002 plus the number of shares underlying the Notes and the warrant issued to Tail Wind. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,867,151 (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of 1,867,151 (iv) Shared power to dispose or to direct the disposition of Not applicable. 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 Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: January 17, 2003 THE TAIL WIND FUND LTD. By: /s/ Andrew P. MacKellar --------------------------------- Andrew P. MacKellar Director -----END PRIVACY-ENHANCED MESSAGE-----