SC 13D/A 1 formsc13da.htm CLINICAL DATA SC13D/A 16 5-18-2006 Clinical Data SC13D/A 16 5-18-2006


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
 
CLINICAL DATA, INC.
(Name of Issuer)
 
COMMON STOCK, $.01 par value per share
(Title of Class of Securities)
 
18725U109
(CUSIP Number)
 
Third Security, LLC
The Governor Tyler
1881 Grove Avenue
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
Telephone No.: 540-633-7971
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
Copy to:
John Owen Gwathmey, Esq.
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
 
May 18, 2006
(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 which is the
subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), (f) or (g),
check the following box o.
 



 
CUSIP NO. 18725U109
13D
Page 2 of 10 Pages
 
1
_____
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Randal J. Kirk
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨         
(b) þ         
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
_________________
7
_____
SOLE VOTING POWER
1,056,191
8
SHARED VOTING POWER
2,274,501
9
SOLE DISPOSITIVE POWER
1,056,191
10
SHARED DISPOSITIVE POWER
2,274,501
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,330,692
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.0%
14
TYPE OF REPORTING PERSON
IN
 


CUSIP NO. 18725U109
13D
Page 3 of 10 Pages
 
1
_____
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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
(a)  ¨         
(b) þ         
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
_________________
7
_____
SOLE VOTING POWER
0
8
SHARED VOTING POWER
579,883
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
579,883
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,883
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14
TYPE OF REPORTING PERSON
OO - limited liability company
 


CUSIP NO. 18725U109
13D
Page 4 of 10 Pages
 
1
_____
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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
(a)  ¨         
(b) þ         
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
_________________
7
_____
SOLE VOTING POWER
0
8
SHARED VOTING POWER
555,162
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
555,162
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,162
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14
TYPE OF REPORTING PERSON
OO - limited partnership
 


CUSIP NO. 18725U109
13D
Page 5 of 10 Pages
 
1
_____
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kirkfield, L.L.C.                         I.R.S. Identification No.: 54-1725089
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨         
(b) þ         
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨         
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
_________________
7
_____
SOLE VOTING POWER
0
8
SHARED VOTING POWER
433,410
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
443,410
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,410
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.38%
14
TYPE OF REPORTING PERSON
OO - limited liability company
 


This Amendment No. 16 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated November 26, 1999 and filed on December 6, 1999, as amended by Amendment No. 1 dated March 10, 2000 and filed on March 15, 2000, Amendment No. 2 dated June 8, 2000 and filed on June 9, 2000, Amendment No. 3 dated December 31, 2000 and filed on January 8, 2001, Amendment No. 4 dated February 7, 2001 and filed on March 1, 2001, Amendment No. 5 dated June 6, 2001 and filed on June 8, 2001, Amendment No. 6 dated June 25, 2001 and filed on June 26, 2001, Amendment No. 7 dated September 6, 2001 and filed on September 7, 2001, Amendment No. 8 dated October 23, 2001 and filed on October 26, 2001, Amendment No. 9 dated October 26, 2001 and filed on October 30, 2001, Amendment No. 10 dated August 21, 2002 and filed on August 21, 2002, Amendment No. 11 dated April 29, 2003 and filed on May 2, 2003, Amendment No. 12 dated November 10, 2003 and filed on November 14, 2003, Amendment No. 13 dated June 20, 2005 and filed on June 27, 2005, Amendment No. 14 dated November 17, 2005 and filed on November 23, 2005 and Amendment No. 15 dated February 9, 2006 and filed on February 15, 2005 (as amended, the “Original Schedule 13D”), relating to the Common Stock, par value $.01 per share (the “Common Stock”), of Clinical Data, Inc., a Delaware corporation (the “Issuer”). Mr. Randal J. Kirk (“Mr. Kirk”), RJK, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“RJK”), New River Management II, LP, a Virginia limited partnership that is controlled by Mr. Kirk (“NRM II”), and Kirkfield, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“Kirkfield” and, together with Mr. Kirk, RJK and NRM II, the “Reporting Persons”), are filing this Amendment to disclose the acquisition by Third Security Staff 2001 LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Staff LLC”) of 100,000 shares of Common Stock from Israel M. Stein, M.D., the executive vice chairman and interim chief financial officer of the Issuer, in a private transaction. As described in this Amendment, some of the Common Stock that is beneficially owned by Mr. Kirk is directly beneficially owned by one of the following entities, each of which is controlled by Mr. Kirk: RJK, NRM II, Kirkfield, Staff LLC, New River Management III, LP, a Virginia limited partnership that is controlled by Mr. Kirk (“NRM III”), Radford Investment Limited Partnership, a Delaware limited partnership that is controlled by Mr. Kirk (“Radford”), and Zhong Mei, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“Zhong Mei”).
 
Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
 
“On May 18, 2006, Staff LLC purchased 100,000 shares of Common Stock from Israel M. Stein, M.D., the executive vice chairman and interim chief financial officer of the Issuer, in a private transaction. The consideration for this purchase was an 18-month promissory note bearing interest at a rate of 5% per annum in the original principal amount of $2,000,000, a form of which is attached hereto as Exhibit 10.2.”

Page 6 of 10 Pages


 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:
 
“The aggregate number and percentage of shares of Common Stock to which this statement relates is 3,330,692 shares, representing 41.0% of the 8,122,524 shares outstanding as of the date of this report, based upon the number of shares disclosed by the Issuer as of February 10, 2006 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (the most recent available filing by the Issuer with the Securities and Exchange Commission). Mr. Kirk directly beneficially owns 1,056,191 of the shares to which this report relates. The remaining 2,274,501 shares of Common Stock to which this statement relates are directly beneficially owned as follows:

Owner
Shares
Kirkfield
433,410
RJK
579,883
Zhong Mei
33,091
NRM II
555,162
NRM III
153,356
Radford
153,353
Staff LLC
366,246
 
 
Mr. Kirk could be deemed to have indirect beneficial ownership of the shares directly beneficially owned by Kirkfield, RJK, Zhong Mei, NRM II, NRM III, Radford and Staff LLC.”
 
Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:
 
“Other than the purchase of Common Stock in the private placement as reported herein, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 15 with the Securities and Exchange Commission on February 15, 2006.”
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
 
“In connection with the purchase by Staff LLC of Common Stock in the private placement described herein, Staff LLC and Israel M. Stein, M.D. entered into a Stock Purchase Agreement, a form of which is attached hereto as Exhibit 10.1. As consideration for this purchase, Staff LLC issued an 18-month promissory note bearing interest at a rate of 5% per annum in the original principal amount of $2,000,000, a form of which is attached hereto as Exhibit 10.2. Except as otherwise described in this statement, to the best knowledge of any of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.”

Page 7 of 10 Pages

 
 
Item 7.
Material to be Filed as Exhibits.
 
The following documents are being filed as exhibits to this Amendment and are incorporated herein by reference:
 
 
Exhibit 10.1
Stock Purchase Agreement entered into on May 18, 2006 between Staff LLC and Israel M. Stein, M.D.
 
 
Exhibit 10.2
Promissory Note issued on May 18, 2006 by Staff LLC to Israel M Stein, M.D. in the original principal amount of $2,000,000
 
 
Exhibit 99.1
Joint Filing Agreement, dated as of May 23, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.
 
Page 8 of 10 Pages


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

Date: May 23, 2006
  /s/ Randal J. Kirk  
   
Randal J. Kirk
 
Date: May 23, 2006
 
RJK, L.L.C.
 
         
   
By:
/s/ Randal J. Kirk  
     
Randal J. Kirk
 
     
Manager
 
         
Date: May 23, 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
 
         
         
Date: May 23, 2006
 
KIRKFIELD, L.L.C.
 
         
   
By:
/s/ Randal J. Kirk  
     
Randal J. Kirk
 
     
Manager
 
 
Page 9 of 10 Pages


EXHIBIT INDEX
 
Exhibit Number
Exhibit
 
Stock Purchase Agreement entered into on May 18, 2006 between Staff LLC and Israel M. Stein, M.D.
 
Form of Promissory Note issued on May 18, 2006 by Staff LLC to Israel M Stein, M.D. in the original principal amount of $2,000,000
 
Joint Filing Agreement, dated as of May 23, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.
 
 
Page 10 of 10 Pages