UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ASTRALIS LTD.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
046352
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(CUSIP Number)
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DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL LLP
105 PICCADILLY 1 NEW FETTER LANE
LONDON W1J 7NJ, ENGLAND LONDON EC4A 1AN, ENGLAND
+44 20 7491 1777 +44 20 7959 8950
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 12, 2004
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(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 of Rule 13d-1(e), 13d-1(f) 13d-1(g), check the following box
[__]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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* 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).
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1. Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
SkyePharma PLC/330387911
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
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3. SEC Use Only
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4. SOURCE OF FUNDS (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
England and Wales
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7. Sole Voting Power
0
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NUMBER OF 8. Shared Voting Power
SHARES 12,720,000
BENEFICIALLY OWNED --------------------------------------------------
BY EACH REPORTING 9. Sole Dispositive Power
PERSON WITH 12,720,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,720,000
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12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ X ]
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13. Percent of Class Represented by Amount in Row (11) 25.4%
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14. Type of Reporting Person (See Instructions)
CO
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SkyePharma PLC, a company incorporated under the laws of England and
Wales ("SkyePharma"), hereby amends and supplements its Statement on Schedule
13D, as heretofore amended and supplemented with respect to the Common Stock,
par value $0.0001 per share (the "Common Stock"), of Astralis Ltd., a Delaware
corporation (the "Issuer"). Except as amended and supplemented hereby,
SkyePharma's Statement on Schedule 13D as heretofore amended and supplemented
remains in full force and effect.
Item 2. Identity and Background.
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Annex A as previously filed by SkyePharma is hereby replaced by Annex A
hereto.
Item 4. Purpose of the Transaction.
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Item 4 is hereby amended to read as follows:
The purpose of the transaction was an investment by SkyePharma in
Astralis. SkyePharma is continuously evaluating the business and business
prospects of the Issuer, and its present and future interests in, and intentions
with respect to the Issuer and at any time may decide to purchase any additional
shares or to dispose of any or all of the shares of Common Stock, Convertible
Preferred Stock or warrants currently owned by it.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended to read as follows:
SkyePharma beneficially owns 2,000,000 shares of Series A Convertible
Preferred Stock, par value $0.001 per share ("Convertible Preferred Stock"), of
the Issuer, 200,000 shares of Common Stock and Warrants expiring November 13,
2006 to purchase 20,000 shares of Common Stock at $4.00 per share. At the
current conversion price of $1.60 per share (6.25 for 1), the 2,000,000 shares
of Convertible Preferred Stock are convertible into 12,500,000 shares of Common
Stock. Based upon 37,538,189 shares of Common Stock as reported by the Issuer in
its Form 10-QSB for the quarter ended September 30, 2003 to be outstanding at
November 14, 2003, SkyePharma beneficially owns 12,720,000 shares of Common
Stock, or 25.4% of the 50,058,189 shares that would be outstanding if SkyePharma
converted its Convertible Preferred Stock and exercised its Warrants. If the
conversion price of the Convertible Preferred Stock were reduced to $0.80 per
share (12.5 for 1) as described in Item 6 below, SkyePharma would beneficially
own 25,220,000 shares of Common Stock, or 35.7% of the 70,558,189 shares that
would be outstanding if SkyePharma converted its Convertible Preferred Stock and
exercised its Warrants and the Issuer issued additional shares of Common Stock
in a fund raising as described in Item 6.
Pursuant to the Stockholders Agreement, dated as of December 10, 2001,
among SkyePharma, the Issuer and the other stockholders listed therein, each
stockholder agreed to vote its Common Stock and take other action necessary to
elect directors as provided therein. The other stockholders include Jose Antonio
O'Daly ("Mr. O'Daly"), beneficial owner of 13,640,000 shares of Common Stock
representing approximately 36.3% of the outstanding Common Stock, Mike Ajnsztajn
("Mr. Ajnsztajn"), beneficial owner of 8,680,000 shares of Common Stock
representing approximately 23.1% of the outstanding Common Stock, and Gaston
Liebhaber ("Mr. Liebhaber"), the beneficial owner of 2,480,000 shares of Common
Stock representing approximately 6.6% of the outstanding Common Stock.
SkyePharma has sole power to dispose of the Common Stock owned by it and, by
virtue of the Stockholders Agreement, may be deemed to have shared power to vote
the Common Stock owned by it. SkyePharma disclaims beneficial ownership of the
24,800,000 shares of Common Stock owned by Mr. O'Daly, Mr. Ajnsztajn and Mr.
Liebhaber, each of whom has shared power to vote or direct the vote and sole
power to dispose or direct the disposition of such shares of Common Stock
beneficially owned by him.
Mr. O'Daly, a citizen of Venezuela, is the Chairman of the Board and
the President of Research and Development of Astralis. Mr. Ajnsztajn, a citizen
of Brazil and the United States of America, is the President and a Director of
Astralis. Mr. Liebhaber, a citizen of Brazil, is the Senior Vice-President and a
Director of Astralis. The business address for Messrs. O'Daly, Ajnsztajn and
Liebhaber is c/o Astralis Ltd., 75 Passaic Avenue, Fairfield, NJ 07004, U.S.A.
To the knowledge of SkyePharma, none of Mr. O'Daly, Mr. Ajnsztajn or
Mr. Liebhaber during the last five years, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
No person other than SkyePharma has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, its
Common Stock, Convertible Preferred Stock or Warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Item 6 is supplemented to include the following:
As contemplated by the non-binding letter of intent entered into by
SkyePharma and the Issuer on November 13, 2003, as described in Amendment No. 7
to SkyePharma's Statement on Schedule 13D filed with the Commission on November
14, 2003, SkyePharma has entered into an Omnibus Conversion Agreement with the
Issuer, dated as of January 12, 2004 (the "Conversion Agreement"), pursuant to
which SkyePharma agreed to convert its 2,000,000 shares of Convertible Preferred
Stock into Common Stock if the Issuer closes a qualifying fund raising resulting
in gross proceeds for the Issuer of not less than $4,000,000 prior to January
31, 2004, and the Issuer agreed to adjust the conversion price of the shares of
Convertible Preferred Stock upon the closing of the fund raising to a price of
$0.80 per share, adjustable depending on the terms of the fund raising. The
present conversion price of the Convertible Preferred Stock of $1.60 per share
is subject to adjustment on December 10, 2004, if a specified patent or notice
of allowance has not been issued before that date and other conditions have not
been satisfied, to a price based on the then current market price of a share of
Common Stock, subject to a minimum conversion price of $0.20 per share.
Subject to the terms and conditions of the Conversion Agreement,
SkyePharma has agreed to enter into a Call Option Agreement with the Issuer
pursuant to which the Issuer would obtain the right to repurchase some or all of
12,500,000 shares of Common Stock from SkyePharma at a price based on the
conversion price. The call option would be exercisable beginning when the Issuer
attains a "milestone event" (defined as completion of certain clinical trials
relating to Psoraxine formula for the treatment of psoriasis) and ending on the
third anniversary of the Call Option Agreement.
Subject to the terms and conditions of the Conversion Agreement,
SkyePharma, the Issuer and other stockholders who are parties to the
Stockholders Agreement, dated December 10, 2001, would enter into an amendment
thereto that would amend the Stockholders Agreement to expire on the later of
(i) three years after the date of such transaction or (ii) the date on which
SkyePharma no longer beneficially owns 20% of the outstanding Common Stock. The
amended Stockholders Agreement would require the parties to it to agree to vote
all shares held by such parties for one director designated by Mr. O'Daly, one
director designated by Mr. Ajnsztajn, one director designated by Mr. Liebhaber,
one director designated by Gina Tedesco, one director designated by SkyePharma
and two independent directors. In addition, additional parties may be added to
the Stockholders Agreement. Further, SkyePharma would be required to vote its
shares of Common Stock in favor of certain enumerated transactions, where those
transactions have been approved by the Board and all of the independent
directors.
Item 7. Material to be filed as Exhibits.
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Exhibit 1 Omnibus Conversion Agreement, between Astralis Ltd. and SkyePharma
PLC, dated as of January 12, 2004.
SIGNATURES
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: January 13, 2004
SKYEPHARMA PLC
By: /s/ DONALD NICHOLSON
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Donald Nicholson
Chief Financial Officer
ANNEX A
The name, position, present principal occupation and address thereof
and citizenship of each director and executive officer of SkyePharma is set
forth below.
The business address for SkyePharma and each of the executive officers
and directors listed below is SkyePharma PLC, 105 Piccadilly, London, England
W1J 7NJ.
NAME POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND ADDRESS1 CITIZENSHIP
Ian Gowrie-Smith Executive Chairman Australian
Michael Ashton Chief Executive Australian
Officer
Donald Nicholson Finance Director British
and Executive
Director
Air Chief Marshal Senior Independent Retired British
Sir Michael Non-executive
Beavis Director
Dr. David Ebsworth Non-executive Non-executive Director of Clal Biotechnology British
Director Industries and CuraGen Corporation
R. Stephen Harris Non-executive Non-executive Chairman of Proteome Sciences plc British
Director and Non-executive Director of Advanced
Medical Solutions Group plc, Microscience
Ltd, Prophilian plc, Sinclair Pharma Limited
and GeneMedix plc
Dr.Keith Mansford Non-executive External Director of Sepracor Inc., Chairman British
Director of Mansford Associates, Non-executive
Chairman of Conve Limited and Professor of
Biochemistry at the University of Buckingham.
Dr. Argeris Non-executive Partner at Care Capital LLC, External Director of American
(Jerry) Karabelas Director Human Genome Sciences, Fox Chase Cancer
Center, The University of the Sciences in
Philadephia, Member of the Scientific Advisory
Committee of the Massachusetts General Hospital,
Boston, Director of NitroMed Inc., Halsey
Pharmaceuticals, Anadys, Renolvo and a Member of the
Scientific Advisory Board of Epigenesis.
Torao Yamamoto Non-executive Senior Managing Director of the Pharmaceutical Division Japanese
Director of Kowa Company Limited in Japan, Member of the Board
of Directors of Kowa Company Limited, Kowa Pharmaceutical
Europe, Ltd., and Kowa Research Europe, Ltd.
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1 If Principal Employment is not with SkyePharma.