paolo13dano3_021210.htm
SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
13D/A3 (Amendment No. 3)
Under the
Securities Exchange Act of 1934
(Name of
Issuer)
Ordinary
Shares/American Depositary Shares
(Title of
Class of Securities)
(CUSIP
Number)
James
Robinson, Esq.
Cahill
Gordon & Reindel LLP
80 Pine
Street
New York,
NY 10005
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 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).
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CUSIP
No. 37250B104
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(1)
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NAME
OF REPORTING PERSONS
Paolo
Cavazza
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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(3)
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SEC
USE ONLY
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(4)
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SOURCE
OF FUNDS (See Instructions)
PF
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(5)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
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Number
of
Shares
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(7)
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SOLE
VOTING POWER
0
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Beneficially
Owned
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(8)
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SHARED
VOTING POWER
2,611,995
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by
Each
Reporting
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(9)
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SOLE
DISPOSITIVE POWER
0
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Person
With
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(10)
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SHARED
DISPOSITIVE POWER
2,611,995
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,611,995
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(12)
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
(based on 14,956,317 Ordinary Shares outstanding as of December 31, 2008,
as reported in the Issuer’s annual report on Form 20-F filed with the
Securities and Exchange Commission on March 31, 2009).
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(14)
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
1.
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Security and
Issuer.
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Item 1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Amendment No. 3 by Paolo Cavazza, an Italian citizen, amends the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on October 24,
2005 as amended by Amendment No. 1 filed with the SEC on February 20, 2007 and
Amendment No. 2 filed with the SEC on June 25, 2007, (the “Schedule 13D”) with
respect to the ordinary shares, par value €1.00 per share (“the Ordinary
Shares”), of Gentium S.p.A. (the “Issuer”), an Italian corporation whose
principal offices are located at Piazza XX Settembre 2, 22079 Villa Guardia
(Como), Italy. This Amendment No. 3 is being filed to reflect
previously disclosed information and an increase in the number of outstanding
shares of the Issuer and to be consistent with Form 13G amendments being
filed by Sigma-Tau and Defiante (as defined below).
The
Ordinary Shares are listed for trading on the NASDAQ National Market System
(“NASDAQ”) in the form of American Depositary Shares (“ADSs”), evidenced by
American Depositary Receipts. Each ADS represents one Ordinary
Share.
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Item
2.
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Identity and
Background.
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Item 2 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Schedule 13D is being filed on behalf of Paolo Cavazza, (the “Reporting Person”)
in respect of Ordinary Shares he owns indirectly through Sigma-Tau Finanziaria
S.p.A., an Italian Corporation (“Sigma Tau”), Defiante Farmaceutica S.A., a
Portuguese Corporation (“Defiante”) and Chaumiere-Consultadoria e Servicos SDC
Unipessoal L.d.a.(“Chaumiere”). Sigma Tau owns 58% of Defiante
directly and 42% indirectly through its wholly-owned subsidiary, Sigma-Tau
International S.A. Paolo Cavazza directly and indirectly owns 38% of
Sigma Tau. Chaumiere is indirectly owned by Paolo Cavazza and members
of his family.
The
Reporting Person’s address is Via Tesserete, 10, Lugano,
Switzerland. He is an entrepreneur in Sigma Tau, Aptafin SpA and
Esseti S.A and he is an Italian citizen. The Reporting Person has not
been, during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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.
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Item
3.
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Source and Amount of
Funds or Other
Consideration.
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Item 3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
In
October 2004, Defiante purchased from the Issuer, for a cash purchase price of
$1,000,000, a convertible note (the “2004 Note”) and warrants to purchase 73,334
Ordinary Shares (the “2004 Warrants”).
In April
2005, pursuant to a Share Purchase Agreement, dated as of April 4, 2005
(the “FinSirton Agreement”), Sigma Tau purchased 800,000 ordinary shares from
FinSirton S.p.A. (“FinSirton”) for an aggregate cash purchase price of
$3,200,000.
On June
5, 2005, Defiante purchased a convertible note (the “2005 Note” and,
collectively with the 2004 Note, the “Notes”) from Alexandra Global Master Fund
Ltd. for a cash purchase price of $1,912,000. Defiante and
Sigma Tau used working capital to purchase the securities.
Defiante
converted the Notes into 359,505 ADSs in the Issuer’s initial public offering
(the “IPO”), which was consummated on June 16, 2005.
On
October 14, 2005, pursuant to a Securities Subscription Agreement, dated as of
October 3, 2005, between the Issuer and Chaumiere, Chaumiere purchased, for an
aggregate cash purchase price of $1,074,250 (the “Purchase Price”) 152,376
Ordinary Shares and agreed to purchase, subject to shareholder approval,
warrants to purchase 60,951 Ordinary Shares (the “2005
Warrants”). The 2005 Warrants and 20% of the Purchase Price (the
“Hold Amount”) were put into escrow in accordance with the terms of an Escrow
Agreement between the Issuer and The Bank of New York dated as of October 14,
2005. The Issuer and Chaumiere agreed that the Hold Amount would be
returned to Chaumiere and the 2005 Warrants would not be issued in the event
shareholder approval for the issuance of the 2005 Warrants was not received by
April 3, 2006. On November 29, 2005, the shareholders of the Issuer
approved the issuance of the 2005 Warrants and the 2005 Warrants were issued on
the same date. Chaumiere used its working capital to purchase the
shares and to fund the Hold Amount.
On
February 9, 2007, pursuant to a Securities Subscription Agreement dated as of
February 6, 2007, between the Issuer and each of Chaumiere and Defiante,
Chaumiere purchased 87,667 Ordinary Shares and Defiante purchased 87,666
Ordinary Shares for a cash purchase price of $20.17 per share in a private
placement. Chaumiere and Defiante used working capital to purchase the
securities.
On June
13, 2007, pursuant to a Stock Purchase Agreement dated as of June 13, 2007,
between Sigma Tau and each of Biomedical Value Fund, L.P. and Biomedical
Offshore Value Fund, Ltd. Sigma Tau purchased 227,447 Ordinary Shares from
Biomedical Value Fund LP and 272,553 Ordinary Shares from Biomedical Offshore
Value Fund, Ltd. for an aggregate purchase price of $8,500,000. Sigma Tau used
working capital to purchase the securities.
On June
15, 2007, pursuant to a Stock Purchase Agreement dated as of June 15, 2007,
between Defiante and each of Biomedical Value Fund, L.P. and Biomedical Offshore
Value Fund, Ltd. Defiante purchased 304,468 Ordinary Shares from Biomedical
Value Fund LP and 259,362 Ordinary Shares from Biomedical Offshore Value Fund,
Ltd. for an aggregate purchase price of $9,867,025. Defiante used working
capital to purchase the securities.
On
October 22, 2007, Chaumiere exercised the 2005 Warrants at an exercise
price of $9.69 per ADS for 60,951 ADSs.
On
September 16, 2009, the 2004 Warrants expired unexercised.
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Item
4.
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Purpose of
Transaction.
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Item 4 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
The
purpose of the transactions was to acquire an equity investment interest in the
Issuer.
The
Reporting Person, Sigma Tau, Defiante and Chaumiere expect to evaluate their
investment in the Issuer on an ongoing basis and they may determine to change
their investment intent with respect to the Issuer at any time. In
determining from time to time whether to sell or retain their holdings of
securities of the Issuer, they will take into consideration such factors as they
deem relevant, including the market price of the Ordinary Shares,
conditions in the securities markets generally, the Issuer’s financial
condition, business and prospects and general economic
conditions. They reserve the right to dispose of all or a portion of
their holdings of securities of the Issuers in public or private transactions
and/or to enter into privately negotiated derivative transactions with
institutional counterparties to hedge the market risk of some or all of their
positions in the securities of the Issuer. Any such transactions may
be effected at any time or from time to time.
Pursuant
to the FinSirton Agreement, Fin Sirton S.p.A, the majority shareholder of the
Issuer prior to the IPO, agreed to vote its shares in favor of one person
designated by Sigma Tau for election to the Issuer’s Board of
Directors. At the first shareholders meeting of the Issuer following
the IPO, Sigma Tau’s designee, Marco Codella, was elected as a member of the
Board and has been re-elected since then.
Pursuant
to the FinSirton Agreement, FinSirton agreed that, if the per share price (the
“Sale Share Price”) in a sale by the Issuer’s shareholders to a third party of
all of the Issuer’s Ordinary Shares is less than approximately $5.00 per share,
subject to customary antidilution adjustments, FinSirton will transfer to Sigma
Tau an additional number of Ordinary Shares equal to (x) $3.2 million
divided by the product determined by multiplying (i) 0.8 by (ii) the
Sale Share Price less (y) 800,000 Ordinary Shares.
Pursuant
to a Voting Agreement dated as of October 14, 2005 among Chaumiere, the other
investors in the Issuer’s private placement and FinSirton, Chaumiere agreed to
vote its shares to increase the size of the Board of Directors by one so that
the Board would consist of nine members.
Other
than as set forth above in Item 3 and in this Item 4, the Reporting Person
does not have any present plans or proposals which relate to or would result in
any transaction, change or event specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
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Item
5.
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Interest in Securities
of the Issuer.
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Item 5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Paolo
Cavazza is the beneficial owner of 2,611,995 shares of Common Stock representing
17.5% (based on 14,956,317 Ordinary Shares outstanding as of December 31, 2008,
as reported in the Issuer’s annual report on Form 20-F, filed with the
Securities and Exchange Commission on March 31, 2009 .
(b) The
number of shares of Common Stock as to which Paolo Cavazza has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Paolo Cavazza shares the power to vote or direct the vote is
2,611,995. The number of shares of Common Stock as to which Paolo
Cavazza has the sole power to dispose or direct the disposition is zero. The
number of shares of Common Stock as to which Paolo Cavazza shares the power to
dispose or direct the disposition is 2,611,995.
(c) N/A.
(d) N/A.
(e) N/A
Item
7. Material
to Be Filed as Exhibits.
Item 7 is
amended to add the following Exhibits:
1. Power
of Attorney1
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1
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Incorporated
by reference to a Schedule 13D filed by the Reporting Person with the
Securities and Exchange Commission on October 24,
2005.
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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.
Date: February 12,
2010
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PAOLO
CAVAZZA
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By: /s/ Maurizio Terenzi
Name: Maurizio
Terenzi
Title: Attorney-in-fact
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing persons, evidence of the
representative’s authority to sign on behalf of such persons shall be filed with
the statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
EXHIBIT
INDEX
1. Power
of Attorney.2
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2
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Incorporated
by reference to a Schedule 13D filed by the Reporting Person with the
Securities and Exchange Commission on October 24,
2005.
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