Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________
SCHEDULE
13D/A14 (Amendment No. 14)
Under the
Securities Exchange Act of 1934
RegeneRx
Biopharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, Par Value $0.001 per share
(Title of
Class of Securities)
020910105
(CUSIP
Number)
James
Robinson, Esq.
Cahill
Gordon & Reindel llp
80 Pine
Street
New York,
NY 10005
(212)
701-3000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 8,
2009
(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).
Page 1 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sigma-Tau
Finanziaria S.p.A.
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
AF
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
13,831,435
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
13,831,435
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,831,435
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 246,154
shares of Common Stock issuable upon exercise of the 2005 Warrants (as
defined below), 256,148 shares of Common Stock issuable upon exercise of
the Defiante March 2006 Warrant (as defined below) and 333,333 shares of
Common Stock issuable upon exercise of the Defiante December 2006 Warrant
(as defined below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 2 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Defiante
Farmacêutica S.A.
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
12,600,666
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
12,600,666
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,600,666
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 256,148 shares of Common Stock issuable upon exercise of the
Defiante March 2006 Warrant (as defined below) and 333,333 shares of
Common Stock issuable upon exercise of the Defiante December 2006 Warrant
(as defined below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 3 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Paolo
Cavazza
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
PF
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [
0; ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
24,107,945
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
24,107,945
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,107,945
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 246,154 shares of Common Stock issuable upon exercise of the 2005
Warrants (as defined below), 256,148 shares of Common Stock issued upon
exercise of the Defiante March 2006 Warrant (as defined below), 22,601
shares of Common Stock issuable upon exercise of the Chaumiere March 2006
Warrant (as defined below), 333,333 shares of Common Stock issuable upon
exercise of the Defiante December 2006 Warrant (as defined below), 333,333
shares of Common Stock issuable upon exercise of the Chaumiere December
2006 Warrant (as defined below), 500,000 shares of Common Stock issuable
upon exercise of the Chaumiere February 2008 Warrant (as defined below),
372,552 shares of Common Stock issuable upon exercise of the Chaumiere
December 2008 Warrant (as defined below), 263,158 shares of Common
Stock issuable upon exercise of the April 2009 Warrant (as defined
below) and 609,756 shares of Common Stock issuable upon exercise of the
October 2009 Warrant (as defined below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
IN
|
||
Page 4 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Claudio
Cavazza
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
PF
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
20,112,503
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
20,112,503
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,112,503
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 246,154 shares of Common Stock issuable upon exercise of the 2005
Warrants (as defined below), 256,148 shares of Common Stock issuable upon
exercise of the Defiante March 2006 Warrant (as defined below), 22,601
shares of Common Stock issuable upon exercise of the Inverlochy March 2006
Warrant (as defined below), 333,333 shares of Common Stock issuable upon
exercise of the Defiante December 2006 Warrant (as defined below), 333,333
shares of Common Stock issuable upon exercise of the Inverlochy December
2006 Warrant (as defined below), 500,000 shares of Common Stock issuable
upon exercise of the Inverlochy February 2008 Warrant (as defined below)
and 372,552 shares of Common Stock issuable upon exercise of the
Inverlochy December 2008 Warrant (as defined
below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
IN
|
||
Page 5 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Chaumiere-Consultadoria
e Servicos SDC Unipessoal LDA
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
10,276,510
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
10,276,510
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,276,510
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 22,601 shares of Common Stock issuable upon exercise of the
Chaumiere March 2006 Warrant (as defined below), 333,333 shares of Common
Stock issuable upon exercise of the Chaumiere December 2006 Warrant (as
defined below), 500,000 shares of Common Stock issuable upon exercise of
the Chaumiere February 2008 Warrant (as defined below), 372,552 shares of
Common Stock issuable upon exercise of the Chaumiere December 2008
Warrant (as defined below), 263,158 shares of Common Stock
issuable upon exercise of the April 2009 Warrant (as defined below)
and 609,756 shares of Common Stock issuable upon exercise of the October
2009 Warrant (as defined below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 6 of
29
|
CUSIP
No. 020910105
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Inverlochy-Consultadoria
e Servicos (S.U.) LDA
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
6,281,068
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
0
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
6,281,068
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,281,068
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
(based on 54,675,122 shares of Common Stock outstanding as of
August 7, 2009, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, filed pursuant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued
in connection with a registered direct offering by the Issuer as reported
in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on September 30, 2009, plus 1,219,512 shares issued in
connection with the October 2009 Private Placement (as defined
below), 22,601 shares of Common Stock issuable upon exercise of the
Inverlochy March 2006 Warrant (as defined below), 333,333 shares of Common
Stock issuable upon exercise of the Inverlochy December 2006 Warrant (as
defined below), 500,000 shares of Common Stock issuable upon exercise of
the Inverlochy February 2008 Warrant (as defined below) and 372,552 shares
of Common Stock issuable upon exercise of the Inverlochy
December 2008 Warrant (as defined below)).
|
||
|
(14)
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 7 of
29
|
Item
1.
|
Security and
Issuer.
|
Item 1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Amendment No. 14 by Sigma-Tau Finanziaria S.p.A., an Italian corporation
(“Sigma Tau”), Defiante Farmacêutica S.A., a Portuguese corporation
(“Defiante”), Paolo Cavazza, an Italian citizen, and Chaumiere-Consultadoria e
Servicos SDC Unipessoal L.d.a., a Portuguese corporation (“Chaumiere”), Claudio
Cavazza, an Italian citizen and Inverlochy-Consultadoria e Servicos (S.U.) LDA,
a Portuguese corporation (“Inverlochy” and together with Paolo Cavazza, Claudio
Cavazza, Chaumiere, Defiante and Sigma Tau, the “Reporting Parties”) amends the
Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
June 23, 2003, as amended by Amendment No. 1 filed with the SEC on
January 26, 2004, Amendment No. 2 filed with the SEC on
September 9, 2004, Amendment No. 3 filed with the SEC on
September 22, 2004, Amendment No. 4 filed with the SEC on
January 19, 2005, Amendment No. 5 filed with the SEC on
June 24, 2005, Amendment No. 6 filed with the SEC on March 16, 2006,
Amendment No. 7 filed with the SEC on July 24, 2006, Amendment No. 8
filed with the SEC on January 3, 2007, Amendment No. 9 filed with the
SEC on January 10, 2008, Amendment No. 10 filed with the SEC on
March 10, 2008, Amendment No. 11 filed with the SEC on April 4,
2008, Amendment No. 12 filed with the SEC on December 19, 2008 and
Amendment No. 13 filed with the SEC on April 13, 2009 (the
“Schedule 13D”) with respect to the Common Stock, $0.001 par value (the
“Common Stock”), of RegeneRx Biopharmaceuticals, Inc. (the “Issuer”), a Delaware
corporation whose principal offices are located at 3 Bethesda Metro Center,
Suite 630, Bethesda, Maryland 20814.
|
Item
2.
|
Identity and
Background.
|
Item 2 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Schedule 13D is being filed jointly on behalf of Paolo Cavazza, Claudio Cavazza,
Sigma Tau, Defiante, Inverlochy and Chaumiere. Sigma Tau owns 58% of
Defiante directly and 42% indirectly through its wholly-owned subsidiary,
Sigma-Tau International S.A. Claudio Cavazza directly and indirectly
owns 57% of Sigma Tau. Paolo Cavazza directly and indirectly owns 38%
of Sigma Tau. Claudio Cavazza indirectly owns 100% of
Inverlochy. Chaumiere is an indirect wholly-owned subsidiary of
Aptafin S.p.A. (“Aptafin”). Aptafin is owned by Paolo Cavazza and
members of his family.
The
business address of Sigma Tau is Via Sudafrica, 20, Rome, Italy
00144. The principal business of Sigma Tau is as a parent holding
company whose principal assets consists of the common stock of its subsidiaries
which form a fully integrated pharmaceutical company operating in Europe, the
United States and Africa.
The
business address of Defiante is Rua dos Ferreiros, 260 Funchal, Madeira,
Portugal 9000-082. Defiante is a commercial pharmaceutical
company.
The
business address of Chaumiere is 77-6°F Avenida Arriaga Edificio Forum P-9000
FUNCHAL Madeira (Portugal). Chaumiere is an investment
company.
The
business address of Inverlochy is Avenida Arriaga N 77 Edif. Marina, Forum 6
Andar Sala 605 Funchal - Madeira 10209 Portugal. Inverlochy is an
investment company.
The name,
address, principal occupation or employment and citizenship of each of the
executive officers and directors of, and each person, including Claudio Cavazza
and Paolo Cavazza, controlling Sigma Tau, Defiante, Inverlochy and Chaumiere are
set forth in Schedule A hereto. Neither the Reporting Parties
nor any of the persons listed on Schedule A has 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 sub-
Page 8 of
29
ject 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.
|
Item 3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
On
March 7, 2002, pursuant to a Securities Purchase Agreement, dated as of
March 7, 2002, between the Issuer and Defiante, Defiante purchased 4,255,319
shares of Common Stock at a cash purchase price of $0.235 per share as part of a
private placement. Defiante used its working capital to purchase such
shares.
On
June 11, 2003, pursuant to a Securities Purchase Agreement, dated as of
June 11, 2003, between the Issuer and Defiante, Defiante purchased 3,184,713
shares of Common Stock at $0.628 per share. Defiante used its working capital to
purchase such shares. In consideration for the purchase of such shares, on June
11, 2003, the Issuer issued to Defiante a warrant (“Warrant A”) to purchase
750,000 shares of Common Stock exercisable at a price of $1.00, in whole or in
part, at any time and from time-to-time from issuance of such warrant through
December 11, 2004 and (ii) a warrant (“Warrant B” and, collectively with
Warrant A, the “2003 Warrants”) to purchase up to a number of shares
of Common Stock determined by dividing $750,000 by the Warrant B Exercise
Price (as defined below) during the Warrant B Period (as defined
below). The Warrant B Period was defined as the period commencing on
the earlier of (a) the date the Issuer closed the next round of private
financing (after June 11, 2003) totaling at least $2,000,000 (the “Next Private
Placement”) or (b) December 11, 2003, and ending on December 11,
2004. The initial Warrant B Exercise Price was equal to the
greater of (a) $1.25 or (b) the price per common share (either
directly or after giving effect to any conversion into common shares) at which
the Company closed the Next Private Placement. As a result of the
2004 Common Stock Transaction (as defined below), the Warrant B Exercise Price
became fixed at $1.25 on January 23, 2004. The Warrant B was
then exercisable for 600,000 shares of Common Stock.
The terms
of Warrant A and Warrant B were amended on September 2, 2004
pursuant to a Warrant Amendment Agreement dated as of September 2, 2004 to
provide that, if the holder exercised the 2003 Warrants, by not later than
September 6, 2004, the 2003 Warrants would be exercisable for a total
of 1,382,488 shares of Common Stock at an exercise price of $1.085 per
share.
Defiante
exercised the 2003 Warrants on September 3, 2004 at an exercise price
of $1.085 per share and received 1,382,488 shares of Common
Stock. Defiante used its working capital to pay the exercise
price.
On
January 23, 2004, pursuant to a Securities Purchase Agreement, dated as of
January 23, 2004, between the Issuer and Defiante, Defiante purchased
1,052,632 shares of Common Stock at $0.95 per share (the “2004 Common Stock
Transaction”). Defiante used its working capital to purchase such
shares. In consideration for the purchase of such shares, on
January 23, 2004, the Issuer issued to Defiante a warrant (the “2004
Warrant”) to purchase 263,158 shares of Common Stock exercisable at a price of
$1.50, in whole or in part, at any time and from time-to-time from issuance of
such warrant through July 23, 2006.
Defiante
exercised the 2004 Warrant on July 14, 2006, at an exercise price of $1.50 per
share and received 263,158 shares of Common Stock. Defiante used its
working capital to pay the exercise price.
On
January 7, 2005, pursuant to a Purchase Agreement, dated as of
January 7, 2005 between Issuer and Sigma Tau, Sigma Tau purchased 984,615
shares of Common Stock at $3.25 per share as part of a private
placement. Sigma Tau used its working capital to purchase such
shares. In consideration for the purchase of such shares, on
January 7, 2005, the Issuer issued to Sigma Tau warrants (the “2005
Warrants”) to purchase 246,154 shares of Common Stock exercisable at a price o
f
$4.06 per share, in whole or in part, at any time and from time-to-time from
issuance of such Warrant through January 7, 2008.
Page 9 of
29
On
June 22, 2005, pursuant to Purchase Agreements dated as of June 22,
2005 (the “2005 Purchase Agreements”) between Issuer and each of Defiante,
Inverlochy and Chaumiere (together with Inverlochy and Defiante, the
“Purchasers”), Defiante purchased 307,692 shares of Common Stock, Inverlochy
purchased 307,692 shares of Common Stock and Chaumiere purchased 923,077 shares
of Common Stock at $3.25 per share as part of a private
placement. The Purchasers used working capital to purchase their
shares. The 2005 Purchase Agreements provide that the Purchasers
may not dispose of the shares for a five-year period (the “Holding Period”),
that the Issuer, rather than the Purchasers, has all voting rights in respect of
the shares during the Holding Period, and that the Issuer shall have the right
to repurchase the shares within 30 days of the expiration of the Holding Period
at a price of $5.00 per share, provided that the Issuer may only repurchase an
amount of shares that would leave the Purchasers, when combined with all of
their affiliates, with no less than 30.1% of the Issuer’s shares of Common
Stock.
On
August 1, 2005, pursuant to a Stock Purchase Agreement dated August 1,
2005 between Allan L. Goldstein and Chaumiere, Chaumiere purchased
110,000 shares of the Issuer’s Common Stock from the Seller at a purchase
price of $3.20 per share.
On
March 16, 2006, pursuant to Securities Purchase Agreements dated as of
March 6, 2006 (the “March 2006 Purchase Agreements”) between Issuer and
each of the Purchasers, Defiante purchased 731,850 shares of Common Stock,
Inverlochy purchased 64,575 shares of Common Stock and Chaumiere purchased
64,575 shares of Common Stock for a cash purchase price of $2.81 per share in a
registered direct offering. The Purchasers used working capital to
purchase these shares. In consideration for the purchase of such
shares, on March 16, 2006, the Issuer issued warrants (i) to Defiante
to purchase 256,148 shares of Common Stock (the “Defiante March 2006 Warrant”),
(ii) to Inverlochy to purchase 22,601 shares of Common Stock (the
“Inverlochy March 2006 Warrant”) and (iii) to Chaumiere to purchase 22,601
shares of Common Stock (the “Chaumiere March 2006 Warrant” and, together with
the Defiante March 2006 Warrant and the Inverlochy March 2006 Warrant, the
“March 2006 Warrants”), in each case exercisable at a price of $4.06 per share,
in whole or in part, at any time and from time to time from September 16,
2006 through March 16, 2011.
On May
26, 2006, pursuant to a Securities Purchase Agreement dated as of March 26, 2006
between J.J. Finkelstein and Chaumiere, Chaumiere purchased in a private
transaction 125,000 shares of Common Stock at a price of $2.80 per
share. Chaumiere used its working capital to purchase such
shares.
On
December 21, 2006, pursuant to Securities Purchase Agreements dated as of
December 18, 2006 (the “December 2006 Purchase Agreements”) between Issuer
and each of the Purchasers, Defiante purchased 833,333 shares of Common Stock,
Inverlochy purchased 833,333 shares of Common Stock and Chaumiere purchased
833,333 shares of Common Stock for a cash purchase price of $1.80 per share in a
private placement. The Purchasers used working capital to purchase
these shares. In consideration for the purchase of such shares, on
December 21, 2006, the Issuer issued warrants (i) to Defiante to purchase
333,333 shares of Common Stock (the “Defiante December 2006 Warrant”),
(ii) to Inverlochy to purchase 333,333 shares of Common Stock (the
“Inverlochy December 2006 Warrant”) and (iii) to Chaumiere to purchase
333,333 shares of Common Stock (the “Chaumiere December 2006 Warrant” and,
together with the Defiante December 2006 Warrant and the Inverlochy December
2006 Warrant, the “December 2006 Warrants”), in each case exercisable at a price
of $2.75 per share, in whole or in part, at any time and from time to time from
December 21, 2006 through December 21, 2011.
The terms
of the 2005 Warrants were amended on December 31, 2007, pursuant to an Amendment
to Warrant to Purchase Common Stock, dated as of December 31, 2007 to provide
that the 2005 Warrants would be exercisable at any time prior to 11:59 p.m.
Eastern Time on March 31, 2008 (the “Expiration Date”), or if such date falls on
a day that is not a Business Day or a day on which trading does not take place
on a principal exchange or automated quotation system on which the Common Stock
is traded (a “Holiday”), the next day that is not a Holiday.
Page 10
of 29
On
February 29, 2008, pursuant to Securities Purchase Agreements dated as of
February 27, 2008 (the “February 2008 Purchase Agreements”) between Issuer
and each of Chaumiere and Inverlochy, Chaumiere purchased 2,500,000 shares of
Common Stock and Inverlochy purchased 2,500,000 shares of Common Stock for a
cash purchase price of $1.00 per share in a private placement (the
“February 2008 Private Placement”). Chaumiere and Inverlochy used
working capital to purchase these shares. The February
2008 Purchase Agreements provide that (i) the Purchasers may not
transfer the shares through December 31, 2010 (the “Restricted Period”)
except for transfers to Affiliates (as defined therein), (ii) the Issuer,
rather than the Purchasers, has all voting rights in respect of the shares
during the Restricted Period, and (iii) the Issuer shall have the right to
repurchase the shares at any time during the Restricted Period at a price of
$2.00 per share, with respect to any repurchases made on or prior to
December 31, 2009, and at a price of $2.50 per share with respect to any
repurchases made between and including January 1, 2010 and
December 31, 2010. In consideration for the purchase of such
shares, on February 29, 2008, the Issuer issued warrants (i) to
Inverlochy to purchase 500,000 shares of Common Stock (the “Inverlochy February
2008 Warrant”) and (ii) to Chaumiere to purchase 500,000 shares of Common
Stock (the “Chaumiere February 2008 Warrant” and, together with the
Inverlochy February 2008 Warrant, the “February 2008 Warrants”), in
each case exercisable at a price of $1.60 per share. One-third of the
warrants vested on February 29, 2008, one-third vested on December 31,
2008, and one-third is scheduled to vest on December 31,
2009. However, should the Issuer repurchase all of the shares prior
to December 31, 2009, any unvested warrants would terminate as of the date
of repurchase.
The terms
of the 2005 Warrants were further amended pursuant to a Second Amendment to
Warrant to Purchase Common Stock, dated as of March 31, 2008, to extend the
Expiration Date from March 31, 2008 to December 31, 2009.
On
December 10, 2008, pursuant to Securities Purchase Agreements dated as of
December 10, 2008 (the “December 2008 Purchase Agreements”) between Issuer
and each of Chaumiere and Inverlochy, Chaumiere purchased 1,034,482 shares of
Common Stock and Inverlochy purchased 1,034,482 shares of Common Stock for a
cash purchase price of $1.45 per share in a private placement (the “December
2008 Private Placement”). Chaumiere and Inverlochy used working
capital to purchase these shares. In consideration for the purchase
of such shares, on December 10, 2008 the Issuer issued warrants (i) to
Inverlochy to purchase 372,552 shares of Common Stock ( the “Inverlochy December
2008 Warrant”) and (ii) to Chaumiere to purchase 372,552 shares of Common
Stock (the “Chaumiere December 2008 Warrant” and, together with the Inverlochy
December 2008 Warrant, the “December 2008 Warrants”), in each case
exercisable at a price of $1.74 per share, in whole or in part, at any time and
from time to time from December 10, 2008 through December 31,
2011. The December 2008 Purchase Agreements provide that
(i) the Purchasers may not transfer the shares, the December 2008
Warrants or any shares issued upon exercise of the December 2008 Warrants
through December 31, 2011 except for transfers to Affiliates (as defined
therein) and (ii) the Issuer, rather than the Purchasers, has all voting
rights in respect of the shares and any shares issued upon exercise of the
December 2008 Warrants through December 31, 2011.
On
April 13, 2009, pursuant to a Securities Purchase Agreement dated as of
April 13, 2009 ( the “April 2009 Purchase Agreement”) between Issuer
and Chaumiere, Chaumiere purchased 1,052,631 shares of Common Stock for a cash
purchase price of $0.57 per share in a private placement (the “April 2009
Private Placement”). Chaumiere used working capital to purchase these
shares. In consideration for the purchase of such shares, on
April 13, 2009 the Issuer issued a warrant to Chaumiere to purchase 263,158
shares of Common Stock, exercisable at a price of $0.91 per share, in whole or
in part, at any time and from time to time from April 13, 2009 through
April 20, 2012 (the “April 2009 Warrant”). The April 2009
Purchase Agreement provides that (i) the Purchaser may not transfer the
shares, the April 2009 Warrant or any shares issued upon exercise of the
April 2009 Warrant through April 30, 2012 except for transfers to
Affiliates (as defined therein) and (ii) the Issuer, rather than the
Purchaser, has all voting rights in respect of the shares and any shares issued
upon exercise of the April 2009 Warrant through April 30,
2012.
Page 11
of 29
On May 2,
2009, each of Chaumiere and Inverlochy purchased 312,500 shares of Common Stock
for a cash purchase price of $0.40 per share in a private
transaction. Chaumiere and Inverlochy used working capital to
purchase these shares.
On
October 15, 2009, pursuant to a Securities Purchase Agreement dated as of
September 30, 2009 (the “September 2009 Purchase Agreement”) between
Issuer and Chaumiere, Chaumiere purchased 1,219,512 shares of Common Stock for a
cash purchase price of $0.82 per share in a private placement (the
“October 2009 Private Placement”). Chaumiere used working
capital to purchase these shares. In consideration for the purchase
of such shares, on October 15, 2009 the Issuer issued a warrant to
Chaumiere to purchase 609,756 shares of Common Stock, exercisable at a price of
$1.12 per share, in whole or in part, at any time and from time to time from
April 15, 2010 through September 30, 2014 (the “October 2009
Warrant”). Any material conditions precedent to the obligation of
Chaumiere to purchase the shares and the obligation of the Issuer to issue the
shares and the October 2009 Warrant were satisfied on October 8,
2009 The September 2009 Purchase Agreement provides that (i) the
Purchaser may not transfer the shares, the October 2009 Warrant or any
shares issued upon exercise of the October 2009 Warrant through
September 30, 2012 except for transfers to Affiliates (as defined therein)
and (ii) the Issuer, rather than the Purchaser, has all voting rights in
respect of the shares and any shares issued upon exercise of the
October 2009 Warrant through September 30, 2012.
|
Item
4.
|
Purpose of the
Transaction.
|
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.
Other
than as set forth above, none of the Reporting Parties has 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.
|
Item
5.
|
Interest in Securities
of Issuer.
|
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Sigma Tau
is the beneficial owner of 13,831,435 shares of Common Stock representing 22.6%
of the outstanding Common Stock (based on 54,675,122 shares of Common Stock
outstanding as of August 7, 2009, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009, filed
pursuant to the Securities Exchange Act of 1934, as amended, with the Securities
and Exchange Commission on August 14, 2009, plus 4,512,195 shares issued in
connection with a registered direct offering by the Issuer as reported in the
Issuer’s Current Report on Form 8-K filed pursuant to the Securities Exchange
Act of 1934, as amended, with the Securities and Exchange Commission on
September 30, 2009, plus 1,219,512 shares issued in connection with the
October 2009 Private Placement, 246,154 shares of Common Stock issuable
upon exercise of the 2005 Warrants, 256,148 shares of Common Stock issuable upon
exercise of the Defiante March 2006 Warrant and 333,333 shares of Common Stock
issuable upon exercise of the Defiante December 2006 Warrant).
Defiante
is the beneficial owner of 12,600,666 shares of Common Stock representing 20.7%
of the outstanding Common Stock (based on 54,675,122 shares of Common Stock
outstanding as of August 7, 2009, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009, filed
pursuant to the Securities Exchange Act of 1934, as amended, with the Securities
and Exchange Commission on August 14, 2009, plus 4,512,195 shares issued in
connection with a registered direct offering by the Issuer as reported in the
Issuer’s Current Report on Form 8-K filed pursuant to the Securities Exchange
Act of 1934, as amended, with the Securities and Exchange Commission on
September 30, 2009, plus 1,219,512 shares issued in connection with the
October 2009 Private Placement, 256,148 shares of Common Stock issuable
upon exer-
Page 12
of 29
cise of
the Defiante March 2006 Warrant and 333,333 shares of Common Stock issuable upon
exercise of the Defiante December 2006 Warrant).
Paolo
Cavazza is the beneficial owner of 24,107,945 shares of Common Stock
representing 38.1% of the outstanding Common Stock (based on 54,675,122 shares
of Common Stock outstanding as of August 7, 2009, as reported in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2009, filed pursuant to the Securities Exchange Act of 1934, as amended, with
the Securities and Exchange Commission on August 14, 2009, plus 4,512,195
shares issued in connection with a registered direct offering by the Issuer as
reported in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and Exchange
Commission on September 30, 2009, plus 1,219,512 shares issued in connection
with the October 2009 Private Placement, 246,154 shares of Common Stock
issuable upon exercise of the 2005 Warrants, 256,148 shares of Common Stock
issued upon exercise of the Defiante March 2006 Warrant, 22,601 shares of Common
Stock issuable upon exercise of the Chaumiere March 2006 Warrant, 333,333 shares
of Common Stock issuable upon exercise of the Defiante December 2006 Warrant,
333,333 shares of Common Stock issuable upon exercise of the Chaumiere December
2006 Warrant, 500,000 shares of Common Stock issuable upon exercise of the
Chaumiere February 2008 Warrant, 372,552 shares of Common Stock issuable upon
exercise of the Chaumiere December 2008 Warrant, 263,158 shares of Common
Stock issuable upon exercise of the April 2009 Warrant and 609,756 shares
of Common Stock issuable upon exercise of the October 2009
Warrant).
Claudio
Cavazza is the beneficial owner of 20,112,503 shares of Common Stock
representing 32.2% of the outstanding Common Stock (based on 54,675,122 shares
of Common Stock outstanding as of August 7, 2009, as reported in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2009, filed pursuant to the Securities Exchange Act of 1934, as amended, with
the Securities and Exchange Commission on August 14, 2009, plus 4,512,195
shares issued in connection with a registered direct offering by the Issuer as
reported in the Issuer’s Current Report on Form 8-K filed pursuant to the
Securities Exchange Act of 1934, as amended, with the Securities and Exchange
Commission on September 30, 2009, plus 1,219,512 shares issued in connection
with the October 2009 Private Placement, 246,154 shares of Common Stock
issuable upon exercise of the 2005 Warrants, 256,148 shares of Common Stock
issuable upon exercise of the Defiante March 2006 Warrant, 22,601 shares of
Common Stock issuable upon exercise of the Inverlochy March 2006 Warrant,
333,333 shares of Common Stock issuable upon exercise of the Defiante December
2006 Warrant, 333,333 shares of Common Stock issuable upon exercise of the
Inverlochy December 2006 Warrant, 500,000 shares of Common Stock issuable upon
exercise of the Inverlochy February 2008 Warrant and 372,552 shares of Common
Stock issuable upon exercise of the Inverlochy December 2008
Warrant).
Chaumiere
is the beneficial owner of 10,276,510 shares of Common Stock representing 16.4%
of the outstanding Common Stock (based on 54,675,122 shares of Common Stock
outstanding as of August 7, 2009, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009, filed
pursuant to the Securities Exchange Act of 1934, as amended, with the Securities
and Exchange Commission on August 14, 2009, plus 4,512,195 shares issued in
connection with a registered direct offering by the Issuer as reported in the
Issuer’s Current Report on Form 8-K filed pursuant to the Securities Exchange
Act of 1934, as amended, with the Securities and Exchange Commission on
September 30, 2009, plus 1,219,512 shares issued in connection with the
October 2009 Private Placement, 22,601 shares of Common Stock issuable upon
exercise of the Chaumiere March 2006 Warrant, 333,333 shares of Common Stock
issuable upon exercise of the Chaumiere December 2006 Warrant, 500,000 shares of
Common Stock issuable upon exercise of the Chaumiere February 2008 Warrant,
372,552 shares of Common Stock issuable upon exercise of the Chaumiere
December 2008 Warrant, 263,158 shares of Common Stock issuable upon
exercise of the April 2009 Warrant and 609,756 shares of Common Stock
issuable upon exercise of the October 2009 Warrant).
Inverlochy
is the beneficial owner of 6,281,068 shares of Common Stock representing 10.2%
of the Common Stock outstanding (based on 54,675,122 shares of Common Stock
outstanding as of August 7, 2009, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009, filed
pur-
Page 13
of 29
suant to
the Securities Exchange Act of 1934, as amended, with the Securities and
Exchange Commission on August 14, 2009, plus 4,512,195 shares issued in
connection with a registered direct offering by the Issuer as reported in the
Issuer’s Current Report on Form 8-K filed pursuant to the Securities Exchange
Act of 1934, as amended, with the Securities and Exchange Commission on
September 30, 2009, plus 1,219,512 shares issued in connection with the
October 2009 Private Placement, 22,601 shares of Common Stock issuable upon
exercise of the Inverlochy March 2006 Warrant, 333,333 shares of Common Stock
issuable upon exercise of the Inverlochy December 2006 Warrant, 500,000 shares
of Common Stock issuable upon exercise of the Inverlochy February 2008 Warrant
and 372,552 shares of Common Stock issuable upon exercise of the Inverlochy
December 2008 Warrant).
(b) The
number of shares of Common Stock as to which Sigma Tau has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Sigma Tau shares the power to vote or direct the vote is
13,831,435. The number of shares of Common Stock as to which Sigma
Tau has the sole power to dispose or direct the disposition is
zero. The number of shares of Common Stock as to which Sigma Tau
shares the power to dispose or direct the disposition is
13,831,435.
The
number of shares of Common Stock as to which Defiante has the sole power to vote
or direct the vote is zero. The number of shares of Common Stock as
to which Defiante shares the power to vote or direct the vote is
12,600,666. The number of shares of Common Stock as to which Defiante
has the sole power to dispose or direct the disposition is zero. The
number of shares of Common Stock as to which Defiante shares the power to
dispose or direct the disposition is 12,600,666.
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
24,107,945. 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
24,107,945.
The
number of shares of Common Stock as to which Claudio Cavazza has the sole power
to vote or direct the vote is zero. The number of shares of Common
Stock as to which Claudio Cavazza shares the power to vote or direct the vote is
20,112,503. The number of shares of Common Stock as to which Claudio
Cavazza has the sole power to dispose or direct the disposition is
zero. The number of shares of Common Stock as to which Claudio
Cavazza shares the power to dispose or direct the disposition is
20,112,503.
The
number of shares of Common Stock as to which Chaumiere has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Chaumiere shares the power to vote or direct the vote is
10,276,510. The number of shares of Common Stock as to which
Chaumiere has the sole power to dispose or direct the disposition is
zero. The number of shares of Common Stock as to which Chaumiere
shares the power to dispose or direct the disposition is
10,276,510.
The
number of shares of Common Stock as to which Inverlochy has the sole power to
vote or direct the vote is zero. The number of shares of Common Stock
as to which Inverlochy shares the power to vote or direct the vote is
6,281,068. The number of shares of Common Stock as to which
Inverlochy has the sole power to dispose or direct the disposition is
zero. The number of shares of Common Stock as to which Inverlochy shares
the power to dispose or direct the disposition is 6,281,068.
(c) On
October 15, 2009, Chaumiere purchased 1,219,512 shares of Common Stock for
a cash purchase price of $0.82 per share in a private placement. In
consideration for the purchase of such shares, on October 15, 2009, the
Issuer issued a warrant to Chaumiere to purchase 609,756 shares of Common Stock,
exercisable at a price of $1.12 per share.
(d) N/A.
Page 14
of 29
(e) N/A.
|
Item
6.
|
Contracts,
Arrangements, Understanding or
Relationships with
Respect to Securities of the
Issuer.
|
Item 6 is
hereby restated in its entirety as follows:
Except as
otherwise set forth in Items 3 and 4 of this Schedule 13D, to the best
knowledge of the Reporting Parties there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such 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 of the Issuer, finders fees, joint ventures, loan or
oppositions arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting power over
the securities of the Issuer.
|
Item
7.
|
Material to Be Filed
as Exhibits.
|
Item 7 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
|
|
1.
|
Joint
Filing Agreement.
|
|
|
2.
|
Power
of Attorney (Sigma Tau).1
|
|
|
3.
|
Power
of Attorney (Defiante).2
|
|
|
4.
|
Power
of Attorney
(Claudio Cavazza).3
|
|
|
5.
|
Power
of Attorney (Paolo Cavazza).4
|
|
|
6.
|
Power
of Attorney (Chaumiere).5
|
|
1
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 5 to Schedule 13D filed with the SEC on
June 24, 2005.
|
|
2
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 5 to Schedule 13D filed with the SEC on
June 24, 2005.
|
|
3
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 12 to Schedule 13D filed with the SEC on
December 19, 2008.
|
|
4
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
|
5
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
Page 15
of 29
|
|
7.
|
Power
of Attorney (Inverlochy).6
|
|
|
8.
|
Warrant
Agreement dated as of January 7, 2005 between Issuer and Sigma
Tau.7
|
|
|
9.
|
Form
of Stock Purchase Agreement dated as of June 22, 2005.8
|
|
|
10.
|
Form
of Securities Purchase Agreement dated as of March 6, 2006.9
|
|
|
11.
|
Form
of March 2006 Warrant.10
|
|
|
12.
|
Form
of Securities Purchase Agreement dated as of December 15, 2006.11
|
|
|
13.
|
Form
of December 2006 Warrant.12
|
|
|
14.
|
Amendment
to Warrant to Purch
ase Common Stock.13
|
|
|
15.
|
Form
of Securities Purchase Agreement dated as of February 27, 2008.14
|
|
|
16.
|
Form
of February 2008 Warrant.15
|
|
6
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
|
7
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 4 to Schedule 13D filed with the SEC
on January 19, 2005.
|
|
8
|
Incorporated by reference to
Exhibit 99.2 to the Issuer’s Form 8-K filed on June 23,
2005.
|
|
9
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on March 7,
2006.
|
|
10
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on March 7,
2006.
|
|
11
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
December 18, 2006.
|
|
12
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
December 18, 2006.
|
|
13
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 9 to Schedule 13D filed with the SEC on
January 10, 2008
|
|
14
|
Incorporated by reference to
Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on
February 27,
2008.
|
Page 16
of 29
|
|
17.
|
Second
Amendment to Warrant to Purchase Common Stock.16
|
|
|
18.
|
Form
of Securities Purchase Agreement dated as of December 10, 2008.17
|
|
|
19.
|
Form
of December 2008 Warrant.18
|
|
|
20.
|
Form
of Securities Purchase Agreement dated as of April 13, 2009.19
|
|
|
21.
|
Form
of April 2009 Warrant.20
|
|
|
22.
|
Form
of Securities Purchase Agreement dated as of September 30, 2009.21
|
|
|
23.
|
Form
of October 2009 Warrant.22
|
Footnote continued from previous page.
|
15
|
Incorporated
by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
February
27, 2008.
|
|
16
|
Incorporated by reference to the
Reporting Person’s Amendment No. 11 to Schedule 13D filed with
the SEC on April 4,
2008.
|
|
17
|
Incorporated by reference to
Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on
December 12, 2008.
|
|
18
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
December 12, 2008.
|
|
19
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
April 16, 2009.
|
|
20
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
April 16, 2009.
|
|
21
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
October 5, 2009.
|
|
22
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on October 5,
2009.
|
Page 17
of 29
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Sigma-Tau
Finanziaria S.p.A. is true, complete and correct.
Date: October19 ,
2009
|
SIGMA-TAU
FINANZIARIA S.P.A.
|
|
|
By: /s/ Maurizio Terenzi
|
|
|
Name: Maurizio Terenzi
|
|
|
Title: Attorney-in-fact
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Defiante
Farmacêutica S.A. is true, complete and correct.
Date: October 19,
2009
|
DEFIANTE
FARMACEUTICA S.A.
|
|
|
By: /s/ Maurizio
Terenzi
|
|
|
Name: Maurizio Terenzi
|
|
|
Title: Attorney-in-fact
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Claudio Cavazza is
true, complete and correct.
Date: October 19,
2009
|
CLAUDIO
CAVAZZA
|
|
|
By: /s/ Nicola
Wullschleger
|
|
|
Name: Nicola Wullschleger
|
|
|
Title: Attorney-in-fact
|
Page 18
of 29
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Inverlochy -
Consultadoria e Servicos (S.U.) LDA is true, complete and correct.
Date: October 19,
2009
|
INVERLOCHY
– CONSULTADORIA E
|
|
|
SERVICOS
(S.U.) LDA
|
|
|
By: /s/ Nicola Wullschleger
|
|
|
Name: Nicola Wullschleger
|
|
|
Title: Attorney-in-fact
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to Paolo Cavazza is
true, complete and correct.
Date: October 19,
2009
|
PAOLO
CAVAZZA
|
|
| < font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman"> | |
|
By: /s/ Fabio Poma
|
|
|
Name: Fabio Poma
|
|
|
Title: Attorney-in-fact
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement with respect to
Chaumiere-Consultadoria & Servicos SDC Unipessoal LDA is true, complete and
correct.
Date: October 19,
2009
|
CHAUMIERE-CONSULTADORIA
&
|
|
|
SERVICOS
SDC UNIPESSOAL LDA
|
|
|
By: /s/ Fabio Poma
|
|
|
Name: Fabio Poma
|
|
|
Title: Attorney-in-fact
|
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)
Page 19
of 29
SCHEDULE
A
Sigma Tau Finanziaria
SpA
The (a)
name, (b) business address, (c) 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 (d) citizenship of each
executive officer and director (other than Messrs. E. Cavazza, Jones, Platé,
Artali and Cerrina Feroni) of Sigma Tau are set forth below:
|
1.
|
(a)
Claudio Cavazza, (b) Via Pontina Km. 30,400, Pomezia (Rome), Italy, 00040,
(c) President, and
(d) Italy.
|
|
2.
|
(a)
Ugo Di Francesco, (b) Via Sudafrica, 20, Rome, Italy 00144, (c) Vice
President and Chief Executive Officer, and
(d) Italy.
|
|
3.
|
(a)
Marco Codella, (b) Via Sudafrica, 20, Rome, Italy 00144, (c) Managing
Director, and (d) Italy.
|
|
4.
|
(a)
Mauro Bove, (b) Via Sudafrica, 20, Rome, Italy 00144, (c) Managing
Director, and (d) Italy.
|
|
5.
|
(a)
Stefano Marino, (b) Via Pontina Km. 30,400, Pomezia (Rome), Italy, 00040,
(c) General Counsel of Sigma-Tau Industrie Farmaceutiche Riunite SpA;
Corporate Legal and Intellectual Property Director at Sigma-Tau
Finanziaria SpA,, and
(d) Italy.
|
The (a)
name, (b) business address, (c) 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 (d) citizenship of
each director (other than Messrs. C. Cavazza, Di Francesco, Codella, Bove and
Marino) of Sigma Tau are set forth below:
|
1.
|
(a)
Enrico Cavazza, (b) Via Pontina Km. 30,400, Pomezia (Rome), Italy,
(c) executive, Sigma-Tau Industrie Farmaceutica Riunite SpA, and (d)
Italy.
|
|
2.
|
(a)
Trevor Jones, (b) Woodhyrst House, 18 Friths Drive, REIGATE, Surrey, Great
Britain, (c) professor, and (d) Great
Britain.
|
|
3.
|
(a)
Emilio Platé, (b) Via Finocchiaro Aprile n.5,Varese, Italy, (c) business
consultant, and (d) Italy.
|
|
4.
|
(a)
Mario Artali, (b) Piazza F. Meda 4, Milano, Italy 20121, (c) Deputy
Chairman, Banca Popolare di Milano, and (d)
Italy.
|
|
5.
|
(a)
Marco Cerrina Feroni, (b) Piazza Paolo Ferrari 10, Milano, Italy
20121, (c) executive, Intesa Sanpaolo SpA and (d)
Italy.
|
The (a)
name, (b) business address, (c) 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 (d) citizenship of
each controlling person of Sigma Tau are set forth below:
|
1.
|
(a)
Claudio Cavazza, (b) Pontina Km. 30,400, Pomezia (Rome), Italy 00040, (c)
President, Sigma Tau, and (d)
Italy.
|
|
2.
|
(a)
Paolo Cavazza, (b) Via Tesserete, 10, Lugano, Switzerland (c)
entrepreneur, Sigma Tau, Aptafin SpA and Esseti S.A., and (d)
Italy.
|
Page 20
of 29
Claudio
Cavazza directly and indirectly owns 57% of Sigma Tau and Paolo Cavazza directly
and indirectly owns 38% of Sigma Tau. Sigma Tau owns 58% of Defiante
directly and 42% indirectly through its wholly-owned subsidiary, Sigma-Tau
International S.A.
Page 21
of 29
Defiante Farmacêutica
S.A.
The (a)
name, (b) business address, (c) 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 (d) citizenship of each
executive officer and director of Defiante are set forth below:
|
1.
|
(a)
Massimo Mineo, (b) Via Pontina km. 30,400, Pomezia, Rome, Italy 00040, (c)
Executive, Sigma Tau Industrie Farmaceutiche Riunite SpA, and
(d) Italy.
|
|
2.
|
(a)
Raffaele Sanguigni, (b) Via Pontina km. 30,400, Pomezia, Rome, Italy
00040, (c) Director-President, Defiante, and Executive, Sigma Tau
Industrie Farmaceutiche Riunite SpA, and
(d) Italy.
|
|
3.
|
(a)
Paolo Alexandre da Mota Viegas, (b) Rua da Alfanadega, n.78, Funchal,
Madeira, Portugal, 9000-059, (c) general manager of Defiante, and (d)
Portugal.
|
|
4.
|
(a)
Pedro Moreira da Cruz Quintas, (b) Rua dos Ferreiros, 260 Funchal,
Madeira, Portugal 9000-082, (c) lawyer, Quintas, Jardim Fernandes
Sociedade de Advocatos, and (d)
Portugal.
|
|
5.
|
(a)
Carla Emanuel Arruda Jardim Fernandes, (b) Rua dos Ferreiros, 260 Funchal,
Madeira, Portugal 9000-082, (c) lawyer, Quintas, Jardim Fernandes
Sociedade de Advocatos, and (d)
Portugal.
|
Page 22
of 29
Chaumiere-Consultadoria
& Servicos SDC Unipessoal
The (a)
name, (b) business address, (c) 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 (d) citizenship of each
director of Chaumiere are set forth below:
|
1.
|
(a)
Roberto Carlos de Castro Abreu, (b) Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal, (c) business consultant and
(d) Portugal.
|
|
2.
|
(a)
João Josè de Freitas Rodrigues, (b) Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal, (c) business consultant and
(d) Portugal.
|
Page 23
of 29
Inverlochy-Consultadoria e
Servicos (SU) Unipessoal
The (a)
name, (b) business address, (c) 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 (d) citizenship of each
director of Chaumiere are set forth below:
|
1.
|
(a)
Roberto Carlos de Castro Abreu, (b) Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal, (c) business consultant and
(d) Portugal.
|
|
2.
|
(a)
João Josè de Freitas Rodrigues, (b) Avenida da República, 32, 4.º
Esquerdo, 1050-193 Lisboa, Portugal, (c) business consultant and
(d) Portugal.
|
Page 24
of 29
EXHIBIT
INDEX
|
|
1.
|
Joint
Filing Agreement
|
|
|
2.
|
Power
of Attorney (Sigma Tau).1
|
|
|
3.
|
Power
of Attorney (Defiante).2
|
|
|
4.
|
Power
of Attorney (Claudio Cavazza).3
|
|
|
5.
|
Power
of Attorney (Paolo Cavazza).4
|
|
|
6.
|
Power
of Attorney (Chaumiere).5
|
|
|
7.
|
Power
of Attorney (Inverlochy).6
|
|
|
8.
|
Warrant
Agreement dated as of January 7, 2005 between Issuer and Sigma
Tau.7
|
|
|
9.
|
Form
of Stock Purchase Agreement dated as of June 22, 2005.8
|
|
|
10.
|
Form
of Securities Purchase Agreement dated as of March 6, 2006.9
|
|
1
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 5 to Schedule 13D filed with the SEC on
June 24, 2005.
|
|
2
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 5 to Schedule 13D filed with the SEC on
June 24, 2005.
|
|
3
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 12 to Schedule 13D filed with the SEC on
December 19, 2008.
|
|
4
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
|
5
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
|
6
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 10 to Schedule 13D filed with the SEC on
March 10, 2008.
|
|
7
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 4 to Schedule 13D filed with the SEC
on January 19, 2005.
|
|
8
|
Incorporated by reference to
Exhibit 99.2 to the Issuer’s Form 8-K filed on June 23,
2005.
|
Page 25
of 29
|
|
11.
|
Form
of March 2006 Warrant.10
|
|
|
12.
|
Form
of Securities Purchase Agreement dated as of December 15, 2006.11
|
|
|
13.
|
Form
of December 2006 Warrant.12
|
|
|
14.
|
Amendment
to Warrant to Purchase Common Stock.13
|
|
|
15.
|
Form
of Securities Purchase Agreement dated as of February 27, 2008.14
|
|
|
16.
|
Form
of February 2008 Warrant.15
|
|
|
17.
|
Second
Amendment to Warrant to Purchase Common Stock.16
|
|
|
18.
|
Form
of Securities Purchase Agreement dated as of December 10, 2008.17
|
|
|
19.
|
Form
of December 2008 Warrant.18
|
Footnote continued from previous page.
|
9
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on March 7,
2006.
|
|
10
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on March 7,
2006.
|
|
11
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
December 18, 2006.
|
|
12
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
December 18, 2006.
|
|
13
|
Incorporated by reference to the
Reporting Persons’ Amendment No. 9 to Schedule 13D filed with the SEC on
January 10, 2008
|
|
14
|
Incorporated by reference to
Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on
February 27, 2008
|
|
15
|
Incorporated
by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
February
27, 2008
|
|
16
|
Incorporated by reference to the
Reporting Person’s Amendment No. 11 to Schedule 13D filed with
the SEC on April 4,
2008.
|
|
17
|
Incorporated by reference to
Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC on
December 12, 2008.
|
|
18
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on
December 12, 2008.
|
Page 26
of 29
20. Form
of Securities Purchase Agreement dated as of April 13, 2009.19
21. Form
of April 2009 Warrant.20
22. Form
of Securities Purchase Agreement dated as of September 30, 2009.21
23. Form
of October 2009 Warrant.22
Footnote continued from previous page.
|
19
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
April 16, 2009.
|
|
20
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
April 16, 2009.
|
|
21
|
Incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on
October 5, 2009.
|
|
22
|
Incorporated by reference to
Exhibit 4.1 to the Issuer’s Form 8-K filed with the SEC on October 5,
2009.
|
Page 27
of 29
EXHIBIT
1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the amended and restated statement on Schedule 13D
with respect to the Common Stock of RegeneRx Biopharmaceuticals, Inc. dated as
of October 19, 2009 is, and any amendments thereto signed by such of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
|
Dated: October 19,
2009
|
SIGMA-TAU
FINANZIARIA SPA
|
|
By: /s/ Maurizio Terenzi
|
|
|
Name: Maurizio Terenzi
|
|
|
Title: Attorney-in-fact
|
|
|
Dated: October 19,
2009
|
DEFIANTE
FARMACEUTICA S.A.
|
|
By: /s/ Maurizio Terenzi
|
|
|
Name: Maurizio Terenzi
|
|
|
Title: Attorney-in-fact
|
|
|
Dated: October 19,
2009
|
PAOLO
CAVAZZA
|
|
By: /s/ Fabio Poma
|
|
|
Name: Fabio Poma
|
|
|
Title: Attorney-in-fact
|
|
|
Dated: October 19,
2009
|
CLAUDIO
CAVAZZA
|
|
By: /s/ Nicola Wullschleger
|
|
|
Name: Nicola
Wullschleger
|
|
|
Title: Attorney-in-fact
|
|
|
Dated: October 19,
2009
|
INVERLOCHY
– CONSULTADORIA E
|
|
SERVICOS
(S.U.) LDA
|
|
|
By: /s/ Nicola Wullschleger
|
|
|
Name: Nicola Wullschleger
|
|
|
Title: Attorney-in-fact
|
Page 28
of 29
|
Dated: October 19,
2009
|
CHAUMIERE-CONSULTADORIA
E
|
|
SERVICOS
SDC UNIPESSOAL LDA
|
|
|
By: /s/ Fabio Poma
|
|
|
Name: Fabio
Poma
|
|
|
Title: Attorney-in-fact
|
Page 29 of 29