SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
LAIDLAW GLOBAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.00001 PAR VALUE PER SHARE
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(Title of Class of Securities)
507306108
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(CUSIP Number)
Third Security, LLC
The Governor Tyler
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
Telephone No.: 540-633-7971
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
John Owen Gwathmey, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
December 4, 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) or
or 13d-1(g), check the following box [ ].
Page 1 of 9 Pages
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CUSIP No. 507306108 13D Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Randal J. Kirk
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2. CHECK THE APPROPRIATE IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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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
United States
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7. SOLE VOTING POWER
NUMBER OF 0
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,364,807*
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OWNED BY 9. SOLE DISPOSITIVE POWER
EACH REPORTING 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER
5,364,807*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,364,807*
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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14. TYPE OF REPORTING PERSON
IN
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
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CUSIP No. 507306108 13D Page 3 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Security, LLC (54-1923091)
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2. CHECK THE (a) [ ]
APPROPRIATE IF A MEMBER OF A GROUP (b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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
Virginia
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7. SOLE VOTING POWER
NUMBER OF 0
---------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,364,807*
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OWNED BY 9. SOLE DISPOSITIVE POWER
EACH REPORTING 0
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PERSON WITH 10. SHARED DISPOSITIVE POWER
5,364,807*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,364,807*
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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14. TYPE OF REPORTING PERSON
OO
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* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record, if any, by the reporting person. The
filing of this statement shall not be deemed to be an admission that the
reporting person is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
This Statement on Schedule 13D is being jointly filed by Randal J. Kirk, a
citizen of the United States ("Mr. Kirk"), and Third Security, LLC, a Virginia
limited liability company ("Third Security" and, together with Mr. Kirk, the
"Reporting Persons"), to report the beneficial ownership of shares of common
stock, par value $0.00001 per share (the "Common Stock"), of Laidlaw Global
Corporation, a Delaware corporation (the "Issuer"). As described in this
statement, Mr. Kirk is joining Third Security in filing this statement because,
as the sole member of Third Security, Mr. Kirk may be deemed to indirectly
beneficially own the shares of Common Stock that are directly beneficially owned
by Third Security. Each of the Reporting Persons expressly disclaims beneficial
ownership of any shares other than the shares owned of record, if any, by such
Reporting Person. The filing of this statement shall not be deemed to be an
admission that any Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any securities covered by this statement.
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this statement relates is the
Common Stock, par value $0.00001 per share (the "Common Stock"), of Laidlaw
Global Corporation, a Delaware corporation (the "Issuer"). The principal
executive office of the Issuer is located at 100 Park Avenue, New York, New York
10017.
Item 2. Identity and Background.
-----------------------
(a)-(c), (f) This statement is being filed on behalf of Randal J. Kirk, a
citizen of the United States ("Mr. Kirk"), and Third Security, LLC, a Virginia
limited liability company ("Third Security" and, together with Mr. Kirk, the
"Reporting Persons"). Third Security is a private investment group with its
principal office located at The Governor Tyler, Radford, Virginia 24141. Mr.
Kirk's principal occupation is investor, and his business address is the same as
that of Third Security.
(d)-(e) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Third Security used $300,000 of working capital to purchase the Common
Stock reported as being beneficially owned by it in Item 5(a) hereof.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons' purpose in purchasing the Common Stock reported in
Item 5(a) hereof is to pursue acquiring additional Common Stock so that the
Reporting Persons would have the ability to control the Issuer (including
through a majority of the Issuer's board of directors), to influence and direct
the Issuer's affairs and to participate in the business decisions
Page 4 of 9 Pages
of the Issuer's management. In addition, the Reporting Persons may be interested
in (and have indicated such interest to the Issuer) developing possible business
opportunities between the Issuer and the Reporting Persons or one or more of
their affiliates and may wish to engage in discussions with the Issuer and/or
certain of its stockholders in the future regarding one or more of these
opportunities. The consummation of any transaction could result in a change in
control of the Issuer.
The Reporting Persons, or any of them, may purchase additional shares of
Common Stock from time to time, either in the open market, in privately
negotiated transactions or from the Issuer. Any decision of the Reporting
Persons to increase their holdings in Common Stock will depend, however, on
numerous factors, including, without limitation, the price of shares of Common
Stock, the terms and conditions related to their purchase and sale, the
prospects and profitability of the Issuer, other business and investment
alternatives of the Reporting Persons and general economic and market
conditions. At any time, the Reporting Persons, or any of them, may determine
to dispose of some or all of their holdings of Common Stock depending on these
and other considerations.
Except as set forth above, none of the Reporting Persons has any plans or
proposals that relate to or would result in (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The aggregate number and percentage of shares of Common Stock to which
this statement relates is 5,364,807 shares, representing 16.8% of the 32,006,387
shares of Common Stock outstanding (including the 5,364,807 shares to which this
statement relates) as represented to the Reporting Persons by the Issuer. Third
Security directly beneficially owns 1,609,442 shares to which this statement
relates and has the right to acquire the remaining 3,755,365 shares to which
this statements relates within 60 days. Mr. Kirk, as the sole member of Third
Security, could be deemed to have indirect beneficial ownership of the shares
directly beneficially owned by Third Security.
Page 5 of 9 Pages
(b) Third Security has, together with Mr. Kirk, the shared power to vote or
direct the vote and the shared power to dispose or to direct the disposition of
the shares of Common Stock reported as being beneficially owned by it in Item
5(a) hereof.
(c) On December 3, 2001, the Issuer entered into a letter of intent (the
"LOI") with Third Security with respect to an investment in the Issuer. The LOI
is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The
final proposed investment as set forth in the LOI contemplates an investment by
Third Security of $5,000,000 in consideration for the issuance by the Issuer to
Third Security of newly issued shares of Common Stock, with demand registration
rights to be set forth in a registration rights agreement, so that the fully
diluted (taking into account all outstanding warrants, options and convertible
securities, whether or not vested or currently exercisable) equity ownership of
Third Security would represent 45% of the outstanding shares of Common Stock.
The price per share for the shares to be issued will be equal to the $5,000,000
acquisition cost divided by the number of shares to be acquired (the "Price Per
Share").
Third Security also has the option, in its sole discretion, to purchase
additional newly issued shares of Common Stock at the same per share purchase
price so that the fully diluted (taking into account all outstanding warrants,
options and convertible securities, whether or not vested or currently
exercisable) equity ownership of Third Security would represent up to 51% of the
outstanding shares of Common Stock. The final percentage of ownership within
the 45% and 51% range is within the sole discretion of Third Security and will
be set forth in a definitive purchase agreement (the "Definitive Agreement"), to
be executed by the Issuer and Third Security prior to February 15, 2002, or as
soon thereafter as the Issuer can secure the necessary stockholder approval,
subject to the consent of Third Security to extend beyond February 15, 2002.
Shares of Common Stock that Third Security may purchase pursuant to the LOI are
referred to in this statement as "Purchased Shares," which will have demand
registration rights as will be more fully described in the Definitive Agreement.
The execution of the Definitive Agreement is subject to satisfactory
completion of due diligence by Third Security in its sole discretion. Third
Security has agreed to use its best efforts to complete its due diligence review
of the Issuer on or before December 31, 2001.
Approval of the Definitive Agreement and closing for all of the Purchased
Shares (the "Closing") will be subject to, among other things, approval by the
American Stock Exchange and the Issuer's stockholders of the underlying
transactions, including an amendment to the Issuer's certificate of
incorporation increasing the total number of shares of its authorized Common
Stock. After execution of the Definitive Agreement, however, Third Security may
purchase, upon demand made prior to the Closing, all or any portion of the
Purchased Shares that may be acquired without stockholder approval.
Pursuant to the LOI, on December 4, 2001, Third Security entered into a
convertible secured loan to the Issuer in the principal amount of $1,500,000
(the "Loan") and obtained an option to purchase up to $1,000,000 of the
authorized Common Stock (the "Option") on or prior to December 17, 2001.
Pages 6 of 9 Pages
The Loan has been delivered and is evidenced by a secured convertible note,
dated as of December 4, 2001 (the "Note"), which bears interest at the rate of
8.5% per year and matures on the earlier of (i) 45 days following written notice
from Third Security (excluding days from December 15 through December 31, 2001)
of abandonment of its right under the LOI to buy all the Purchased Shares and
(ii) April 1, 2003. Principal of the Note may be converted into Common Stock
upon maturity or with the Issuer's consent. The price at which the principal of
the Note may be converted into Common Stock will be the Price Per Share
established under the Definitive Agreement. As required by the LOI, the Issuer
used the Loan proceeds to repay its outstanding obligations to Pacific USA
Holdings Corp. and Chase Bank aggregating $1,450,000. The Note is secured by
the shares of common stock owned by the Issuer in its majority-owned subsidiary,
H&R Acquisition Corp., a New York corporation, under the terms of a pledge
agreement (the "Pledge Agreement"). The Note and Pledge Agreement are attached
hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by
reference.
Pursuant to the Option, Third Security has the right to acquire up to
$1,000,000 of Common Stock (the "Option Shares") at the estimated Price Per
Share to be established by the Definitive Agreement subject to adjustment for
dilution and revision of the Price Per Share to be fixed at the Closing. On
December 4, 2001, Third Security exercised its right to acquire $300,000 of the
Option Shares (representing 1,609,442 shares of common stock, subject to
adjustment upon the determination of the Price Per Share). The option to
purchase the remaining $700,000 of Option Shares must be exercised on or before
December 17, 2001. The Option is attached hereto as Exhibit 10.4 and is
incorporated herein by reference.
If Third Security does not execute a Definitive Agreement, the Issuer's
stockholders do not authorize the issuance of all Purchased Shares or otherwise
in the discretion of Third Security, Third Security has the right to require the
Issuer to repurchase all Option Shares and repay the Option Price by increasing
the principal amount of the Loan evidenced by the Note.
As partial consideration for the transactions contemplated by the LOI, the
Issuer granted Third Security a right of first refusal to match any offer of a
third party to purchase Common Stock from the Issuer prior to February 15, 2002.
In addition, the Issuer has agreed not to pursue or secure any debt or
equity financing from a third party without the consent of Third Security until
the earlier of (i) Third Security's delivery of notice of its decision to
abandon the acquisition of all the Purchased Shares or (ii) the Closing under
the Definitive Agreement.
On August 31, 2001, Pacific USA Holdings Corp. ("PUSA") and the Issuer
executed an option agreement pursuant to which PUSA was granted a right of first
refusal to match 100% of any third party offer to purchase shares of capital
stock of the Issuer on the same price per share terms as any transaction
approved by the board of directors of the Issuer from August 31, 2001 through
August 31, 2002 (the "Refusal Right"). On December 4, 2001, PUSA assigned the
Refusal Right to Third Security pursuant to an Assignment and Assumption
Agreement (the "Assignment"). The Assignment provides that, in the event that
Third Security does not complete its equity investment in the Issuer, the
Refusal Right shall revert back to PUSA. The Assignment is attached hereto as
Exhibit 10.5 and is incorporated herein by reference.
Pages 7 of 9 Pages
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
---------------------------
Except as described in Item 5(c) hereof, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons, or between the Reporting Persons and any person, with respect
to any securities of the Issuer, including but not limited to transfer or voting
of any of the securities, finders' 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.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following documents are filed as exhibits hereto and are incorporated
herein by reference:
Exhibit 10.1 Letter of Intent, dated December 3, 2001, by and between the
Issuer and Third Security, LLC.
Exhibit 10.2 Promissory Note of the Issuer payable to Third Security, LLC
in the original principal amount of $1,500,000 and dated
December 4, 2001.
Exhibit 10.3 Pledge Agreement, dated as of December 4, 2001, by and
between the Issuer, as debtor, and Third Security, LLC, as
secured party.
Exhibit 10.4 Call and Put Option Agreement, dated as of December 4, 2001,
by and between the Issuer and Third Security, LLC.
Exhibit 10.5 Assignment and Assumption Agreement, dated as of December 4,
2001, by and among the Issuer, Third Security, LLC and
Pacific USA Holdings Corp.
Exhibit 99.1 Joint Filing Agreement, dated as of December 14, 2001, by and
between Randal J. Kirk and Third Security, LLC.
Page 8 of 9 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: December 14, 2001 /s/ Randal J. Kirk
--------------------------------
Randal J. Kirk
Date: December 14, 2001 THIRD SECURITY, LLC
By: /s/ Randal J. Kirk
----------------------------
Randal J. Kirk
Manager
Page 9 of 9 Pages
EXHIBIT INDEX
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Exhibit No. Exhibit Description
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Exhibit 10.1 Letter of Intent, dated December 3, 2001, by and between the
Issuer and Third Security, LLC.
Exhibit 10.2 Promissory Note of the Issuer payable to Third Security, LLC
in the original principal amount of $1,500,000 and dated
December 4, 2001.
Exhibit 10.3 Pledge Agreement, dated as of December 4, 2001, by and between
the Issuer, as debtor, and Third Security, LLC, as secured
party.
Exhibit 10.4 Call and Put Option Agreement, dated as of December 4, 2001,
by and between the Issuer and Third Security, LLC.
Exhibit 10.5 Assignment and Assumption Agreement, dated as of December 4,
2001, by and among the Issuer, Third Security, LLC and
Pacific USA Holdings Corp.
Exhibit 99.1 Joint Filing Agreement, dated as of December 14, 2001, by and
between Randal J. Kirk and Third Security, LLC.