SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 13D   Under the Securities Act of 1934 (Amendment No. 20)*

BERKSHIRE BANCORP INC.

(Name of Issuer)

COMMON STOCK, $.10 PAR VALUE

(Title of Class of Securities)

084597-10-3

(CUSIP Number)

Emanuel J. Adler Blank Rome LLP 405 Lexington Avenue New York, New York 10174 (212) 885-5000

(Name, Address and Telephone Number of Person Authorized to receive Notice and Communications)

May 23, 2011

(Date of Event which Requires Filing of this Statement)

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   MOSES MARX
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (B) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)   PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)           o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES
NUMBER OF SHARES	7.	SOLE VOTING POWER   4,004,272
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   4,004,272
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,004,272
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   56.76%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   MOMAR CORPORATION
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (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
6.	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES	7.	SOLE VOTING POWER   334,979
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   334,979
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   334,979
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.75%
14.	TYPE OF REPORTING PERSON (See Instructions)   CO

 

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   MARNEU HOLDING COMPANY
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (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
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES	7.	SOLE VOTING POWER   157,261
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   157,261
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   157,261
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.23%
14.	TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   TERUMAH FOUNDATION, INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (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
6.	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES	7.	SOLE VOTING POWER   141,063
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   141,063
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   141,063
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.99%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   UNITED EQUITIES COMMODITIES COMPANY
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (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
6.	CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK
NUMBER OF SHARES	7.	SOLE VOTING POWER   10,681
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   10,681
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,681
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.15%
14.	TYPE OF REPORTING PERSON (See Instructions)   PN

 

 

CUSIP NO. 084597-10-3

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   K.F. INVESTORS LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ý (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
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES	7.	SOLE VOTING POWER   190,284
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER   -0-
EACH REPORTING	9.	SOLE DISPOSITIVE POWER   190,284
PERSON WITH	10.	SHARED DISPOSITIVE POWER   -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   190,284
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.70%
14.	TYPE OF REPORTING PERSON (See Instructions)   OO

 

 

(a) This Amendment No. 20 amends and supplements the Schedule 13D, as amended and supplemented by Amendments Nos. 1 through 19, inclusive (the "Schedule 13D"), of Moses Marx, an individual, and Momar Corporation, a New York corporation ("Momar"), with respect to the Common Stock, $.10 par value ("Common Stock") of Berkshire Bancorp Inc., a Delaware corporation (the "Company"), formerly known as Cooper Life Sciences, Inc.  Except as amended hereby, there has been no change in the information contained in the Schedule 13D.  Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being filed by Mr. Marx, Momar, Marneu Holding Company, a New York general partnership (“Marneu”), Terumah Foundation, Inc., a New York not-for-profit corporation (the "Foundation"), United Equities Commodities Company, a New York general partnership (“UECC”), and K.F. Investors LLC, a New York limited liability company (“KF Investors”).  The individual and entities hereinabove set forth (collectively, the "Reporting Persons") are making this single, joint filing because they have agreed to act as a "group" within the meaning of Section 13d(d)(3) of the Exchange Act.

(a) - (b)

According to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, there were 7,054,183 shares of Common Stock outstanding on May 6, 2011.

As of the date of this Amendment No. 20, Moses Marx beneficially owned 4,004,272 shares of Common Stock, representing 56.76% (calculated in accordance with the instructions to Schedule 13D) of the issued and outstanding shares of the Common Stock.  Said securities consist of (i) 3,170,004 shares owned directly by Mr. Marx; (ii) 334,979 shares owned of record by Momar; (iii) 157,261 shares owed of record by Marneu, (iv) 141,063 shares owned of record by the Foundation, (v) 10,681 shares owned of record by UECC and (vi) 190,284 shares owned of record by KF Investors.  With respect to the shares described in clauses (ii) – (v), Mr. Marx may be deemed to be a beneficial owner of such shares by virtue of his being in a position to determine the investment and voting decisions of Momar, Marneu, the Foundation and UECC, respectively, with respect to such shares  (in the case of Momar by being the President of Momar; in the case of Marneu by holding a controlling interest; in the case of the Foundation, by voting together with his wife, Marga Marx, who together constitute a majority of the votes on the Foundation’s Board of Directors; and in the case of UECC, by holding a controlling interest).  With respect to the shares described in clause (vi), Mr. Marx may be deemed to be a beneficial owner of such shares by virtue of the Reporting Persons having entered into an agreement to act together as a “group” within the meaning of Section 13(d)(3) of the Exchange Act for the purpose of acquiring, holding or disposing of shares of Common Stock of the Company. In addition, the following persons named in Item 2 own the following number of shares of Common Stock: Dr. Joseph Fink owns 8,138 shares of Common Stock and Mr. Philippe Katz owns 26,000 shares of Common Stock.

(c) (i) During the last 60 days, Mr. Marx made the following purchases of Common Stock in transactions executed in the open market:

 

(ii) On May 23, 2011, Mr. Katz purchased 61 shares of Common Stock at a purchase price of $6.50 per share in a transaction executed in the open market.

(d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons.

(e) It is inapplicable for the purposes hereof to state the date on which the Reporting Persons ceased to be the owners of more than five percent of the Common Stock.