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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
ASTRALIS LTD.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
(upon conversion of Series A Convertible Preferred Stock)
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(Title of Class of Securities)
046352
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(CUSIP Number)
DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL
105 PICCADILLY ST OLAVE'S HOUSE
LONDON W1J 7NJ, ENGLAND 9a IRONMONGER LANE
+44 20 7491 1777 +44 20 7710 6500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 10, 2001
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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).
(continued on following pages)
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1 (ENTITIES ONLY)
SKYEPHARMA PLC/330387911
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) [ ]
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
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
33,500,000(1)(2)
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(9) SOLE DISPOSITIVE POWER
8,200,000(2)
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,200,000 (1)(2)
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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)
18.0 (2)(3)
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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___________________________
1 In order to facilitate the consummation of the transaction contemplated by
the Purchase Agreement by and between Astralis Ltd. and SkyePharma PLC,
dated as of December 10, 2001 (the "Purchase Agreement"), Astralis Ltd.
and SkyePharma PLC entered into a Stockholders Agreement between
SkyePharma PLC, Astralis Ltd. and the other parties listed therein, dated
as of December 10, 2001 (the "Stockholders Agreement"), whereby each
stockholder agreed to vote its shares of Common Stock and take all other
actions necessary to elect the independent directors nominated by the
Board of Directors (the "Board") and to elect the nominee nominated to the
Board by SkyePharma. SkyePharma does not have the right to dispose (or
direct the disposition of) any of the 25,300,000 shares of Common Stock
owned by the other parties to the Stockholders Agreement. Accordingly,
SkyePharma expressly disclaims beneficial ownership of all such shares.
2 SkyePharma is currently the beneficial owner of 200,000 shares of Common
Stock and 1,000,000 shares of Series A Convertible Preferred Stock, and
may acquire another 1,000,000 shares of Series A Convertible Preferred
Stock within the next 60 days pursuant to the Purchase Agreement.
Accordingly, SkyePharma has beneficial ownership of 8,200,000 shares of
Common Stock, assuming the purchase of the 1,000,000 additional shares of
Series A Convertible Preferred Stock and the conversion of all shares of
Series A Convertible Preferred Stock owned or to be purchased by
SkyePharma into Common Stock at the current conversion rate of four to
one.
3 Based on 37,576,179 shares of Common Stock outstanding on December 10,
2001 and the conversion of 2,000,000 shares of Series A Convertible
Preferred Stock into 8,000,000 shares of Common Stock.
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Astralis Ltd., a
Delaware corporation (the "Issuer"), which is issuable upon conversion of the
Series A Convertible Preferred Stock, par value $0.001 per share (the
"Convertible Preferred Stock") held by SkyePharma PLC ("SkyePharma"). The
principal executive offices of the Issuer are located at 135 Columbia Turnpike,
Suite 301, Florham Park, New Jersey, U.S., 07932.
Item 2. Identity and Background.
SkyePharma is a company incorporated under the laws of England and
Wales, which is approximately 10.17% owned by Dr. Jacques Gonella, a Swiss
citizen. The principal business of SkyePharma is to develop methods for
delivering drugs in the human body based on five technology platforms in the
following areas: oral, inejectable, inhalation, topical and nano-particulate.
The business address of SkyePharma is SkyePharma PLC, 105 Piccadilly, London,
England W1J 7NJ.
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Neither SkyePharma, nor, to the best of its knowledge and belief, any
of its executive officers or directors, has during the last five years 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.
Annex A hereto sets forth with respect to each executive officer and
director of SkyePharma the following information: (i) name, (ii) residence or
business address, (iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and (iv) citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the two million shares of Convertible Preferred
Stock convertible into eight million shares of Common Stock to which this
Statement relates was and will be SkyePharma's working capital. The total amount
was 20,000,000 U.S. dollars in cash of which 10,000,000 U.S. dollars was paid on
December 10, 2001, and 10,000,000 U.S. dollars will be paid no later than
January 31, 2003, in each case in accordance with the Purchase Agreement by and
between the Issuer and SkyePharma PLC, dated as of December 10, 2001 (the
"Purchase Agreement"). The source of funds for the purchase of SkyePharma's
200,000 shares of Common Stock was also SkyePharma's working capital, and the
total amount paid was 520,000 U.S. dollars.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Convertible Preferred Stock by
SkyePharma was and is for investment.
Pursuant to the terms of the Purchase Agreement, on December 10, 2001
SkyePharma purchased 1,000,000 newly-issued shares of Convertible Preferred
Stock convertible into 4,000,000 shares of Common Stock, and on or before
January 31, 2003, SkyePharma will purchase an additional 1,000,000 newly-issued
shares of Convertible Preferred Stock convertible into 4,000,000 shares of
Common Stock subject to the conditions set forth in sections 5, 6 and 7 of the
Purchase Agreement.
Pursuant to Section 3 of the Certificate of Designation, Preferences
and Rights of the Series A Convertible Preferred Stock of Astralis Ltd. filed on
December 7, 2001 (the "Certificate of Designations"), the number of shares of
Common Stock that SkyePharma has the right to receive upon conversion of its
shares of Convertible Preferred Stock may be increased or decreased in certain
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situations, such as stock splits or consolidation, and may be increased on
December 10 of each of the next three years depending on the market price of
Common Stock or the non-occurrence of certain events. In addition, the holders
of the Convertible Preferred Stock have the right to nominate and elect one
member to the Board of Directors of the Issuer (the "Board").
Pursuant to the terms of the Stockholders Agreement, after all the
shares of Convertible Preferred Stock have been converted into shares of Common
Stock, SkyePharma has the right to designate one nominee for election to the
Board, and the parties to the Stockholders Agreement have the obligation to vote
for this nominee for election to the Board. In addition, as of March 31, 2002,
each stockholder who is a party to the Stockholders Agreement has agreed to vote
for the independent directors nominated by the Board for election to the Board.
Except as set forth in this Statement, as of the date of the filing of
this Statement, neither SkyePharma, nor, to the best of its knowledge and belief
any of its executive officers or directors, has any other plan or proposal which
relates to or would result in any of the actions specified in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The percentage interest held by SkyePharma presented below is
based on the number of shares of Common Stock reported by the Issuer to
SkyePharma as outstanding at December 10, 2001. Assuming (i) the purchase of an
additional 1,000,000 shares of Convertible Preferred Stock under the Purchase
Agreement and (ii) the conversion of all shares of Convertible Preferred Stock
owned and to be acquired by SkyePharma into Common Stock, SkyePharma would be
the beneficial owner of 8,200,000 shares of the Common Stock, representing
approximately 18.0% of the Common Stock issued and outstanding. Jose Antonio
O'Daly ("Mr. O'Daly") is the beneficial owner of 13,915,000, shares of the
Common Stock representing approximately 37.0% of the Common Stock issued and
outstanding. Mike Ajnsztajn ("Mr. Ajnsztajn") is the beneficial owner of
8,855,000, shares of the Common Stock representing approximately 23.6% of the
Common Stock issued and outstanding and Gaston Liebhaber ("Mr. Liebhaber") is
the beneficial owner of 2,530,000, shares of the Common Stock representing
approximately 6.7% of the Common Stock issued and outstanding. Except as set
forth in this Item 5, neither SkyePharma, nor to the best of its knowledge and
belief, any of its executive officers or directors named in Annex A hereto,
beneficially owns any shares of Common Stock.
(b) SkyePharma has the shared power to vote or to direct the vote of,
and the sole power to dispose or direct the disposition of, its 8,000,000 shares
of Common Stock that would be issued on the conversion of all of its shares of
Convertible Preferred Stock and its 200,000 shares of Common Stock.
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(c) Mr. O'Daly, a citizen of Venezuela, is the Chairman of the Board of
Astralis. Mr. Ajnsztajn, a citizen of Brazil, is the President of Astralis. Mr.
Liebhaber, a citizen of Brazil, is the Senior Vice-President of Astralis. The
business address for Messrs. O'Daly, Ajnsztajn and Liebhaber is c/o Astralis,
Ltd., 135 Columbia Turnpike, Suite 301, Florham Park, New Jersey, U.S., 07932.
To the best of SkyePharma's knowledge and belief, 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),
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.
(d) In addition to the purchase of shares of Convertible Preferred
Stock as described in connection with the Purchase Agreement above, SkyePharma
also purchased 100,000 shares of Common Stock for $1.60 per share pursuant to a
private placement on November 13, 2001, and 100,000 shares of Common Stock for
$3.60 per share in the name of Thornaby Limited for the beneficial interest of
SkyePharma on September 28, 2001. To the best of SkyePharma's knowledge and
belief, none of its executive officers or directors named in Annex A hereto has
effected any transaction in the Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
SkyePharma and the Issuer entered into the Purchase Agreement pursuant
to which SkyePharma shall purchase 1,000,000 newly-issued shares of Convertible
Preferred Stock convertible into 4,000,000 shares of Common Stock, on or before
January 31, 2003, subject to the conditions set forth in sections 5, 6 and 7 of
the Purchase Agreement.
SkyePharma, the Issuer and the parties listed in Annex A thereto have
entered into a Stockholders Agreement, dated as of December 10, 2001, which
contains the terms that are summarized below.
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Board of Directors.
As of March 31, 2002, the Board shall be comprised of at least six
directors and include at least two independent directors, who shall be nominated
by the Board. After all the shares of Convertible Preferred Stock that were
purchased by SkyePharma pursuant to the Purchase Agreement have been converted
into shares of Common Stock, one director shall be nominated by SkyePharma (the
"SkyePharma Director") who shall also serve on each Committee of the Board.
If, at any time that the Stockholders Agreement is in effect,
SkyePharma requests that the SkyePharma Director be removed (with or without
cause), then each stockholder shall vote all shares of Common Stock owned or
held of record by such stockholder to effect the removal and vote for the
replacement director designated by SkyePharma.
If a vacancy is created on the Board at any time by reason of death,
disability, retirement, resignation, removal or otherwise of the SkyePharma
Director, SkyePharma shall be entitled to nominate a successor director to fill
the vacancy created thereby.
Stockholder Votes.
Each stockholder has agreed to vote its shares of Common Stock at any
regular or special meeting of stockholders of the Issuer or in any written
consent executed in lieu of such a meeting of stockholders, and shall take all
other actions necessary to elect the independent directors and to elect the
nominee nominated to the Board by SkyePharma.
Each stockholder has agreed not to deposit any shares of Common Stock
in a voting trust or subject the shares of Common Stock to any agreement,
arrangement or understanding with respect to the voting of the shares of Common
Stock inconsistent with the Stockholders Agreement.
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Item 7. Material to be filed as Exhibits.
1. Purchase Agreement, dated as of December 10, 2001, among the Issuer,
incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K of the Issuer, filed by the Issuer on December 14, 2001 (File
Number 000-30997).
2. Stockholders Agreement, dated as of December 10, 2001, among the
Issuer, incorporated by reference to Exhibit 10.1 of the Current Report
on Form 8-K of the Issuer, filed by the Issuer on December 14, 2001
(File Number 000-30997).
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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: December 18, 2001
SKYEPHARMA PLC
By: /s/ Donald Nicholson
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Donald Nicholson
Chief Financial Officer
ANNEX A
The name, position, present principal occupation 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 Citizenship
Employment
Ian Gowrie-Smith Executive Chairman Australian
Michael Ashton Chief Executive Officer and Director Australian
Donald Nicholson Finance Director British
Suzanne V. McLean International Legal Counsel and Company British
Secretary
ACM Sir Michael Beavis Senior Independent/ British
Non-Executive Director/Retired
R. Stephen Harris Director/Non-Executive Director of Advanced British
Medical Solutions Group Plc, Pharmaceutical
Profile Limited, Microscience Limited and
Trigen Ltd.
Dr. Keith Mansford Director/Chairman of the Mansford Associates British
Dr. Argeris (Jerry) Karabelas Director/External Director of Layton American
Biosciences, California; Fox Chase Cancer
Center and the University of the Sciences in
Philadelphia
Walter Zeller Director/Non-Executive Director of Henkel and Swiss
Cie AG