-----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, OGE++FHm6aDPyZMSADTzFX9fsnfI2iXlQ54PryTHSA1dgwK5VC7b8F/nr2v68r9V 9Ro0LA8jmjR+P8o+n+SoVw== 0001140361-06-002637.txt : 20060216 0001140361-06-002637.hdr.sgml : 20060216 20060216172404 ACCESSION NUMBER: 0001140361-06-002637 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 GROUP MEMBERS: NEW RIVER MANAGEMENT II, LP GROUP MEMBERS: RJK, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW RIVER PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001288379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 541816479 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80197 FILM NUMBER: 06626363 BUSINESS ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 BUSINESS PHONE: 5406337900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 BUSINESS PHONE: 540-633-7900 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13G/A 1 formsc13g-a.htm NEW RIVER PHARMACEUTICALS SC 13G-A #1 New River Pharmaceuticals SC 13G-a #1


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


 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)1 


New River Pharmaceuticals Inc.
(Name of Issuer)
 
Common Stock, $.001 par value per share
(Title of class of securities)
 
648468 20 5
(CUSIP NUMBER)
 
January 1, 2006
(Date of Event Which Requires Filing of this Statement)
 
Check the following box to designate the rule pursuant to which this Schedule is filed:
 
* Rule 13d-1(b)
* Rule 13d-1(c)
T Rule 13d-1(d)
 
_________________________
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 the disclosures provided in a prior cover page.
 
The information required in 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 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).
 
Page 1 of  9 Pages


CUSIP NO. 648468 20 5
13G
Page 2 of  9 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
 
Randal J. Kirk
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Yes  (a)   o            
No  (b)  x            
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION (See Instructions)
United State
NUMBER OF
SHARES
BENEFICIALLY    
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
2,381,784
 
6
SHARED VOTING POWER
 
18,115,632
 
7
 
SOLE DISPOSITIVE POWER
 
2,381,784
 
8
SHARED DISPOSITIVE POWER
 
18,115,632
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,497,416
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
56.2%
 
12
TYPE OF REPORTING PERSON (See Instructions)
IN
 
Page 2 of  9 Pages

 
CUSIP NO. 648468 20 5 
13G
Page 3 of  9 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
 
RJK, L.L.C.  I.R.S. Identification No.: 54-1816015
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Yes  (a)   o            
No  (b)  x            
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION (See Instructions)
Virginia 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
6,394,657
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
6,394,657
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,394,657
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5%
 
12
TYPE OF REPORTING PERSON (See Instructions)
OO - limited liability company
 
 
Page 3 of  9 Pages

 
CUSIP NO. 648468 20 5 
13G
Page 4 of  9 Pages
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
 
New River Management II, LP  I.R.S. Identification No.: 65-1166473
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Yes  (a)   o            
No  (b)  x            
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION (See Instructions)
Virginia 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
4,897,826
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
4,897,826
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,897,826
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.4%
 
12
TYPE OF REPORTING PERSON (See Instructions)
PN 
 
 
Page 4 of  9 Pages


Item 1(a)
Name of Issuer:

 
New River Pharmaceuticals Inc.
 
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:

 
The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141
 
Item 2(a)
Name of Persons Filing:
 
This statement on Schedule 13G is being filed on behalf of Mr. Randal J. Kirk (“Mr. Kirk”), RJK, L.L.C., a Virginia limited liability company (“RJK”), and New River Management II, LP, a Virginia limited partnership (“NRM II” and, together with Mr. Kirk and RJK, the “Reporting Persons”).
 
Item 2(b)
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office for each of Mr. Kirk, RJK and NRM II is The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141.
 
Item 2(c)
Citizenship:
 
Mr. Kirk is a citizen of the United States. RJK and NRM II are entities organized under the laws of the Commonwealth of Virginia.
 
Item 2(d)
Title of Class of Securities:
 
 
Common Stock, $.001 par value per share
 
Item 2(e)
CUSIP Number:
 
 
648468 20 5

Item 3
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
 
 
Not applicable.
 
Item 4
Ownership:
 
 
(a)
Amount Beneficially Owned: 20,497,416(1)(2)(3)
 
 
(b)
Percent of Class: 56.2%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote - 2,381,784(2)(3)
 
 
(ii)
shared power to vote or to direct the vote - 18,115,632(1)
 
Page 5 of  9 Pages

 
 
(iii)
sole power to dispose of or to direct the
 
   
disposition of - 2,381,784(2)(3)
 
 
(iv)
shared power to dispose of or to direct the
 
   
disposition of - 18,115,632(1)
 
(1)    Includes shares held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 6,394,657 shares held by RJK; 4,897,826 shares held by NRM II; 1,661,876 shares held by R.J. Kirk Declaration of Trust; 1,632,661 shares held by Third Security Staff 2001, LLC; 1,626,462 shares held by New River Management III, LP; 1,311,920 shares held by Kirkfield, L.L.C.; 580,880 shares held by Randal J. Kirk (2000) Limited Partnership; and 9,350 shares held by Lotus Capital (2000) Company Inc.
 
(2)    Includes 10,000 shares with respect to Mr. Kirk had the right to acquire beneficial ownership within 60 days pursuant to the exercise of options.
 
(3)   Reflects a 2-for-1 stock split effective January 13, 2006.
 
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:
 
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group:
 
 
Not applicable.
 
Item 9
Notice of Dissolution of Group:
 
 
Not applicable.
 
Item 10
Certification:
 
 
Not applicable.
 
Page 6 of  9 Pages


Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement on Schedule 13G is true, complete and correct.
 
Date: February 16, 2006
/s/Randal J. Kirk
 
Randal J. Kirk
   
Date: February 16, 2006
RJK, L.L.C.
     
     
     
 
By:
/s/Randal J. Kirk
   
Randal J. Kirk
   
Manager
     
Date: February 16, 2006
NEW RIVER MANAGEMENT II, LP
     
 
By:
Third Security Capital Partners, LLC, its general partner
     
 
By:
Third Security, LLC, its managing member
     
     
     
 
By:
/s/Randal J. Kirk
   
Randal J. Kirk
   
Sole Member
 
Page 7 of  9 Pages


EXHIBIT INDEX
 
Exhibit Number
Exhibit
 
Joint Filing Agreement, dated as of February 16, 2006, by and among Randal J. Kirk, RJK, L.L.C. and New River Management II, LP
 
Page 8 of 9 Pages


 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of New River Pharmaceuticals Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 16th day of February, 2006.
 
Date: February 16, 2006
/s/Randal J. Kirk
 
Randal J. Kirk
   
Date: February 16, 2006
RJK, L.L.C.
     
     
     
 
By:
/s/Randal J. Kirk
   
Randal J. Kirk
   
Manager
     
Date: February 16, 2006
NEW RIVER MANAGEMENT II, LP
     
 
By:
Third Security Capital Partners, LLC, its general partner
     
 
By:
Third Security, LLC, its managing member
     
     
     
 
By:
/s/Randal J. Kirk
   
Randal J. Kirk
   
Sole Member
 
Page 9 of 9 Pages

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