UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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 8900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 9, 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, OO
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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 25,220,000
BENEFICIALLY OWNED --------------------------------------------------
BY EACH REPORTING 9. Sole Dispositive Power
PERSON WITH 25,220,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
25,220,000
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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)
34.5%
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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, 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 amended and
restated in Annex A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is supplemented to include the following:
The consideration to be used in making the purchases and transfers
contemplated by the Term Sheet (as defined below) is the number of newly issued
SkyePharma ordinary shares described in Item 6 below.
Item 4. Purpose of the Transaction.
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Item 4 is hereby amended to read as follows:
The purpose of the proposed transactions is to acquire 11,160,000
additional shares of common stock of the Issuer increasing SkyePharma's equity
ownership from 34.5% to 49.7%, and to acquire rights under the Stockholders
Agreement, as described in Item 6 below, to nominate two directors of the Issuer
in addition to SkyePharma's current right under the Stockholders Agreement to
nominate one director. Upon completion of the assignment of the right to appoint
two additional directors, SkyePharma intends to nominate two directors to fill
the vacancies on the Board resulting from the resignation of Mike Ajnsztajn in
July 2004 and Gaston Liebhaber in September 2004. The purpose of the
transactions described above is to acquire a significant equity position in the
Issuer and additional board representation so as to influence the future
strategic direction of the Issuer. In addition, SkyePharma may consider taking
further action to increase its influence over the Issuer including possibly
making purchases from time to time in the open market or privately negotiated
transactions of shares of common stock of the Issuer, seeking amendments to
agreements in place between SkyePharma and the Issuer and/or other shareholders,
exercising its rights pursuant to its agreements with the Issuer and/or other
shareholders, or seeking to influence the selection of candidates for election
to the Board or appointment of officers, any of which could involve SkyePharma
obtaining further influence or control over the Issuer, although it has not
formulated any specific plan or proposal in this regard.
There can be no assurance that definitive agreements with respect to
the proposed transactions will be entered into or that the proposed assignment
of rights or the acquisition of shares will be consummated or as to their terms
or their timing.
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 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:
On December 9, 2004, SkyePharma, Mike Ajnsztajn ("Mr. Ajnsztajn") and
Gaston Liebhaber ("Mr. Liebhaber") executed a Summary of Terms and Conditions
(the "Term Sheet") setting forth terms for a proposed purchase by SkyePharma of
shares of the Issuer held by such persons. The Term Sheet is not legally binding
on any party except for certain provisions relating to exclusivity, expenses,
governing law and consent to jurisdiction.
Mr. Ajnsztajn is the former Chief Executive Officer and former member
of the Board of Directors of the Issuer. Mr. Liebhaber is a former member of the
Board of Directors of the Issuer.
The Term Sheet sets out the main terms on which the parties intend to
enter into good faith negotiations to conclude a definitive stock purchase
agreement (the "Stock Purchase Agreement") and assignment agreement (the
"Assignment Agreement"). The Term Sheet provides that if an Assignment Agreement
and a Stock Purchase Agreement are not entered into by December 21, 2004 the
non-binding portions of the Term Sheet shall cease to be the basis for good
faith negotiations relating to the subject matter thereof, unless the parties
agree otherwise.
The Term Sheet states that under the proposed Stock Purchase Agreement,
SkyePharma will purchase in a private transaction 8,680,000 shares of common
stock of the Issuer owned by Mr. Ajnsztajn and 2,480,000 shares of common stock
of the Issuer owned by Mr. Liebhaber in exchange for SkyePharma ordinary shares.
The Term Sheet provides that the number of SkyePharma ordinary shares to be
issued to each of the sellers as consideration for his Issuer common stock will
be the number of shares of Issuer common stock currently owned by such seller
multiplied by an exchange ratio calculated by taking the average of the daily
closing price of common stock of the Issuer, as quoted on the OTC Bulletin Board
and reported on the Yahoo.com internet site, for the 10 business days up to and
including December 3, 2004 divided by the average of the daily closing price of
SkyePharma plc ADR's, as quoted on the Nasdaq and reported on the Yahoo.com
internet site, for the 10 business days up to and including December 3, 2004,
multiplied by ten. Such share purchase would be subsequent to and conditional
upon the valid appointment of the additional SkyePharma Directors pursuant to
the Assignment Agreement, which condition may be waived at SkyePharma's sole
discretion. The sellers have further agreed to a period of exclusivity.
If a Stock Purchase Agreement is executed by the parties and a purchase
is consummated pursuant thereto, SkyePharma will own 36,360,000 shares of Issuer
common stock and warrants expiring November 13, 2006 to purchase 20,000 shares
of Issuer common stock at $4.00 per share, or 49.7% of the common stock of the
Issuer outstanding as of November 15, 2004, as reported in the Issuer's 10-QSB
for the period ending September 30, 2004.
The Term Sheet also provides that prior to the completion of the
transfer of ownership of the Issuer common stock held by Mr. Ajnsztajn and Mr.
Liebhaber pursuant to the Stock Purchase Agreement, and concurrently with the
execution of the Stock Purchase Agreement, each of Mr. Ajnsztajn and Mr.
Liebhaber will agree in a proposed Assignment Agreement to transfer his rights
under the Stockholders Agreement, dated December 10, 2001, as amended on January
20, 2004, between the Issuer, Mr. Ajnsztajn, Mr. Liebhaber, SkyePharma and the
other parties thereto (the "Stockholders Agreement"), including his rights under
Section 2.1 and 2.2 of the Stockholders Agreement to nominate and designate
Directors, to SkyePharma. Each of Mr. Ajnsztajn and Mr. Liebhaber has the right,
among other things, to appoint one director to the Board of Directors of the
Issuer under the Stockholders Agreement in order to fill the vacancy which
resulted from the resignation of such person from the Board. The proposed
Assignment Agreement will provide that upon the appointment pursuant to such
rights of two Directors nominated by SkyePharma to the Board of Directors of the
Issuer, SkyePharma shall be obligated to issue the number of SkyePharma ordinary
shares to Mr. Ajnsztajn and Mr. Liebhaber equal to ten percent of the share
consideration to which each of Mr. Ajnsztajn and Mr. Liebhaber would be entitled
upon closing of the Stock Purchase Agreement.
Item 7. Material to be filed as Exhibits.
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Exhibit 1 Summary of Terms and Conditions between SkyePharma plc, Mike
Ajnsztajn and Gaston Liebhaber, dated as of December 9, 2004.
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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 13, 2004
SKYEPHARMA PLC
By: /s/ Donald Nicholson
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Donald Nicholson
Finance Director
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 Citizenship
Employment and Address(1)
Ian Gowrie-Smith Non-Executive Australian
Chairman
Michael Ashton Chief Executive Australian
Officer
Donald Nicholson Finance Director British
and Executive
Director
Air Chief Senior Retired British
Marshal Sir Independent
Michael Beavis Non-executive
Director
Dr. David Non-executive Non-executive Chairman of British
Ebsworth Director Wilex AG and a Non-
executive Director of
Intercell AG, Betapharm
GmbH and CuraGen Corporation
R. Stephen Non-executive Non-executive Chairman British
Harris Director of Proteome Sciences plc,
Sinclair Pharma plc and
Conve Ltd and Non-executive
Director of Advanced
Medical Solutions Group plc,
Prophilian plc and
GeneMedix plc
Dr. Keith Non-executive Non-executive Director of British
Mansford Director Sepracor Inc., Chairman of
Mansford Associates,
Chairman of Protemix Inc.,
and Professor of Metabolic
Biochemistry at the
University of Buckingham.
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(1) If Principal Employment is not with SkyePharma.
Dr. Argeris Non-executive Partner at Care Capital United States
(Jerry) Director LLC, an External Director
Karabelas of Fox Chase Cancer Center
and the International Partnership
for Microbicides, Director of
NitroMed Inc., Halsey
Pharmaceuticals, Inotek,
Anadys, Renovo, Member of
the Scientific Advisory Board
of Epigenesis, Chairman of
Human Genome Science
Torao Yamamoto Non-executive Senior Managing Director of the Japanese
Director Pharmaceutical Division 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.
Alan Bray Non-executive Retired British
Director