0000947871-10-000920.txt : 20100910 0000947871-10-000920.hdr.sgml : 20100910 20100910172000 ACCESSION NUMBER: 0000947871-10-000920 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100910 DATE AS OF CHANGE: 20100910 GROUP MEMBERS: ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD GROUP MEMBERS: SUN PHARMA GLOBAL INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARO PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0000906338 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49231 FILM NUMBER: 101067685 BUSINESS ADDRESS: STREET 1: 14 HAKTOR ST CITY: HAIFA BAY STATE: L3 ZIP: 26110 BUSINESS PHONE: 9143459001 MAIL ADDRESS: STREET 1: THREE SKYLINE DR CITY: HAWTHORNE STATE: NY ZIP: 10532 FORMER COMPANY: FORMER CONFORMED NAME: TARO VIT INDUSTRIES LTD /ISRAEL/ DATE OF NAME CHANGE: 19930601 SC 13D/A 1 ss100338_sc13da.htm AMENDMENT NO. 18 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 18)

Under the Securities Exchange Act of 1934

TARO PHARMACEUTICAL INDUSTRIES LTD.

(Name of Issuer)

ORDINARY SHARES, PAR VALUE NIS 0.0001 PER SHARE

(Title of Class of Securities)

M8737E108

(CUSIP Number)

Mr. Sudhir V. Valia, Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

September 9, 2010

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 2 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUN PHARMACEUTICAL INDUSTRIES LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 22,883,823*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 22,883,823
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,883,823
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.91%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”), an indirect subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the share purchase agreement dated May 18, 2007 (“Purchase Agreement”), between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; 58,0 00 Ordinary Shares acquired by Sun Pharma Global, Inc. (“Sun Pharma”), a direct wholly-owned subsidiary of Sun, on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the warrant, dated May 18, 2007, issued by the Issuer to Sun (the “Original Warrant”); 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients (“Brandes”); and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel Insurance Company Limited (“Harel”).

This amount also includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”). On December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to purchase the underlying shares at the exercise price stated in Warrant No. 2 of $6.00 per share. By letter dated December 1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel to the Issuer to the effect that exercise of Warrant No. 2 would violate the temporary injunction issued by the Supreme Court of Israel in connection with ongoing litigation between Sun, A lkaloida, the Issuer and other related parties (the “STO Litigation”) and would require the approval of the Israel Land Administration and possibly other governmental authorities. On September 7, 2010, the Supreme Court of Israel lifted the temporary injunction. On September 10, 2010, counsel for Sun and Alkaloida sent a letter to the Issuer demanding that the Issuer issue Alkaloida the 3,787,500 Ordinary Shares subject to Sun’s December 1, 2009 exercise of Warrant No. 2.

Finally, this amount also includes 4,739,896 Ordinary Shares that Alkaloida will directly or indirectly acquire upon consummation of an option agreement (the “Option Agreement”), dated May 18, 2007, among Taro Development Corporation, Barrie Levitt, Tal Levitt, Jacob Levitt, Daniel Moros and Alkaloida. Following the lifting of the temporary injunction by the Supreme Court of Israel, on September 9, 2010, Alkaloida sent a letter of demand for delivery pursuant to the Option Agreement and as a result, Alkaloida is now deemed to beneficially own such Ordinary Shares.

** Based on 39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on July 10, 2008; and an additional 3,787,500 Ordinary Shares that should be issued to Alkaloida pursuant to Sun’s December 1, 2009 exercise of Warrant No. 2.

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 3 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUN PHARMA GLOBAL INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 22,883,823*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 22,883,823
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,883,823
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.91%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 58,000 Ordinary Shares acquired by Sun Pharma on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shar es acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

This amount also includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire pursuant to Warrant No. 2. On December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to purchase the underlying shares at the exercise price stated in Warrant No. 2 of $6.00 per share. By letter dated December 1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel to the Issuer to the effect that exercise of Warrant No. 2 would violate the temporary injunction issued by the Supreme Court of Israel in connection with the STO Litigation and would require the approval of the Israel Land Administration and possibly other go vernmental authorities. On September 7, 2010, the Supreme Court of Israel lifted the temporary injunction. On September 10, 2010, counsel for Sun and Alkaloida sent a letter to the Issuer demanding that the Issuer issue Alkaloida the 3,787,500 Ordinary Shares subject to Sun’s December 1, 2009 exercise of Warrant No. 2.

Finally, this amount also includes 4,739,896 Ordinary Shares that Alkaloida will directly or indirectly acquire upon consummation of the Option Agreement. Following the lifting of the temporary injunction by the Supreme Court of Israel, on September 9, 2010, Alkaloida sent a letter of demand for delivery pursuant to the Option Agreement and as a result, Alkaloida is now deemed to beneficially own such Ordinary Shares.

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 4 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of Hungary
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 22,825,323*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 22,825,323
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,825,323
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.78%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

This Amendment No. 18 amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2007 (the “Original Schedule 13D”); the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment No . 6 to the Original Schedule 13D, filed on June 24, 2008 (the “Amendment No. 6”); the Amendment No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”); the Amendment No. 8 to the Original Schedule 13D, filed on December 2, 2009 (the “Amendment No. 8”); the Amendment No. 9 to the Original Schedule 13D, filed on December 11, 2009 (the Amendment No. 9”); the Amendment No. 10 to the Original Schedule 13D, filed on December 14, 2009 (the “Amendment No. 10”); the Amendment No. 11 to the Original Schedule 13D, filed on December 15, 2009 (the “Amendment No. 11”); the Amendment No. 12 to the Original Schedule 13D, filed on December 17, 2009 (the “Amendment No. 12”); the Amendment No. 13 to the Original Schedule 13D, filed on December 21, 2009 (the “Amendment No. 13”); the Amendment No. 14 to the Original Schedule 13D, filed on December 22, 2009 (the “Amendment No. 14”); the Amendment No. 1 5 to the Original Schedule 13D, filed on December 24, 2009 (the “Amendment No. 15”); the Amendment No. 16 to the Original Schedule 13D, filed on December 31, 2009; and the Amendment No. 17 to the Original Schedule 13D, filed on January 11, 2010 (the “Amendment No. 17”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7, the Amendment No. 8, the Amendment No. 9, the Amendment No. 10, the Amendment No. 11, the Amendment No. 12, the Amendment No. 13, the Amendment No. 14, the Amendment No. 15 and the Amendment No. 16, the “Schedule 13D”), with respect to the Ordinary Shares, par value NIS .0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd., an Israeli corporation (the “Issuer”), whose principal executive offices are lo cated at Italy House, Euro Park, Yakum 60972, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs after the last paragraph of Item 4:

“On September 7, 2010, the Supreme Court of Israel dismissed the Issuer’s appeal in the STO Litigation and lifted the temporary injunction in connection therewith.

On September 9, 2010, Alkaloida sent a letter of demand for delivery pursuant to the Option Agreement to Taro Development Corporation, Barrie Levitt, Tal Levitt, Jacob Levitt and Daniel Moros, pursuant to which Alkaloida will directly or indirectly acquire 4,739,896 Ordinary Shares. A copy of the letter is filed hereto as Exhibit 99.34.

On September 10, 2010, counsel for Sun and Alkaloida sent a letter to the Issuer demanding that the Issuer issue Alkaloida the 3,787,500 Ordinary Shares subject to Sun’s December 1, 2009 exercise of Warrant No. 2.”

Item 7. Materials to be Filed as Exhibits.

Exhibit No.

Description

99.34

Text of letter of demand for delivery pursuant to the Option Agreement, dated September 9, 2010, from Alkaloida to Taro Development Corporation, Barrie Levitt, Tal Levitt, Jacob Levitt and Daniel Moros.

SIGNATURE

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

Dated:

September 10, 2010	SUN PHARMACEUTICAL INDUSTRIES LTD.

	/s/ Sudhir V. Valia
	Signature

	Mr. Sudhir V. Valia
	Director
	Name/Title


	SUN PHARMA GLOBAL, INC.

	/s/ Harin Mehta
	Signature

	Mr. Harin Mehta
	Director
	Name/Title


	ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LIMITED.

	/s/ Harin Mehta
	Signature

	Mr. Harin Mehta
	Director
	Name/Title

EXHIBIT INDEX

Exhibit No.

Description

99.34

EX-99.34 2 ss100338_ex9934.htm LETTER OF DEMAND

ALKALOIDA Vegyészeti Gyár Zrt.

Taro Development Corporation

September 9, 2010

c/o Taro Pharmaceuticals U.S.A., Inc.

3 Skyline Drive

Hawthorne, NY 10532

Attention: Barrie Levitt

Dr. Barrie Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Ms. Tal Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Dr. Jacob Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Dr. Daniel Moros

19 Maple Avenue

Larchmont, NY 10538

Second Demand of Delivery for Option Letter Agreement, dated May 18, 2007

Dear Sirs and Madam:

Reference is made to (i) the Option Letter Agreement, dated May 18, 2007 (the “Option Agreement”), by and among Taro Development Corporation (“TDC”), Barrie Levitt, Tal Levitt, Daniel Moros, Jacob Levitt and us; (ii) the Assignment and Assumption Agreement, dated as of June 24, 2008, whereby Sun Pharmaceutical Industries Ltd. (“Sun”) assigned to us its rights, and we assumed Sun’s obligations, under the Option Agreement; (iii) our letter to you dated June 25, 2008 no tifying you of our exercise of the Options under the Option Agreement (the “June 25 Letter”); (iv) your response to that letter dated July 7, 2008 (the “July 7 Letter”); (v) our letter to you dated August 27, 2008 demanding compliance with the Option Agreement (the “Demand Letter”); and (vi) your response to the Demand Letter, through your counsel, dated September 1, 2008 (the “September 1 Email”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Opti on Agreement.

In the July 7 Letter, you claimed that our exercise of options was invalid based on your belief that the Option Agreement could not be consummated without us first commencing a special tender offer under Israeli law. In addition, in the September 1 Email,

H-4440 Tiszavasvári, Kabay János u. 29. Telefon: +36 42 521 000 Fax: +36 42 521 001

ALKALOIDA Vegyészeti Gyár Zrt.

you direct us to your Partial Answer and Affirmative Defenses filed in the Supreme Court of New York (the “Answer”), dated August 25, 2008, where you claim that we have not satisfied all conditions precedent for enforcement of the Option Agreement. Those positions are no longer sustainable. As you know, on September 7, 2010, the Israeli Supreme Court confirmed the decision of the Tel Aviv District Court that we are not required to commence a special tender offer under Israeli law. Consequently, in accordance with the terms of the Option Agreement, the conditions precedent to the Option Agreement have been satisfied, and we expect to complete our previously announced tender offer on September 14, 2010. We hereby demand that you comply with Paragraph Four (4) of the Option Agreement. Kindly direct your counsel to contact Peter Lyons at Shearman & Sterling so that we make the appropriate arrangements for the closing of the transactions contemplated by the Option Agreement.

Very truly yours,


ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.


By:	/s/ Harin Mehta
	Name:	Harin Mehta
	Title:	Director

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

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