SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
655 Madison Avenue, 19th Floor
New York, NY 10021
(212) 521-2930
(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 Rule 13d-1(e), 13d-1(f) or 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.
*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 (the “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).
CUSIP No. 15115L 10 3 | Page 2 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew H. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 111,277 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 111,277 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,277 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 3 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Daniel R. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 111,277 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 111,277 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,277 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 4 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James S. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 111,277 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 111,277 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,277 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 5 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas J. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 206,885 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 206,885 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 206,885 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 6 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jessica S. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 644 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 644 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 7 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Benjamin Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 644 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 644 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 8 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Samuel A. Tisch |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 644 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 644 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
CUSIP No. 15115L 10 3 | Page 9 of 14 Pages | |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas M. Steinberg |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS (See Instructions) PF |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
This Amendment No. 9 to Schedule 13D amends and supplements the statement on Schedule 13D previously filed by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch, Jessica S. Tisch, Bemjamin Tisch, Samuel A. Tisch and Thomas M. Steinberg. Except as amended and supplemented herein, that statement remains in full force and effect.
Item 1. Security and Issuer.
The equity securities to which this statement relates are shares of Common Stock, par value $.0001 per share, of Adamis Pharmaceuticals Corporation (formerly known as Cellegy Pharmaceuticals, Inc.), 2658 Del Mar Heights Road, #555, Del Mar, California 92014.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to read as follows:
As a result of a merger, each 9.92906033 shares of Common Stock previously held by the Reporting Persons were converted into one share of Common Stock. As of the date hereof, the aggregate number of shares of Common Stock, including shares that may be acquired upon the exercise of Warrants, and the percentage of the outstanding shares of Common Stock (based upon 45,469,155 shares outstanding on November 20, 2009 as reported by the Issuer in its most recent Form 10-Q report) were as follows:
Name of Holder | Number of Shares | Percentage of Outstanding Shares |
Four-Fourteen Partners, LLC (1) Andrew H. Tisch Daniel R. Tisch James S. Tisch Thomas J. Tisch Andrew H. Tisch 1995 Issue Trust No. 1 (2) Andrew H. Tisch 1995 Issue Trust No. 2 (2) Daniel R. Tisch 1999 Issue Trust (2) James S. Tisch 1995 Issue Trust (2) Thomas J. Tisch 1994 Issue Trust (2) Jessica S. Tisch Benjamin Tisch | 95,608 90,357 90,357 90,357 90,357 10,460 10,460 20,920 20,920 20,920 644 644 | 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% |
Page 10 of 14 Pages
Samuel A. Tisch Thomas M. Steinberg | 644 0 | 0.0% 0.0% |
Total | 542,648 | 1.2% |
Each of the above persons who is a Reporting Person herein beneficially owns the number of shares set forth opposite his or her name. Beneficial ownership of the other shares set forth in the above table has been determined as follows:
(1) | By virtue of his status as manager of Four-Fourteen Partners, LLC, Thomas J. Tisch may be deemed the beneficial owner of the shares owned by Four-Fourteen Partners, LLC and to have power to vote or direct the vote and dispose or direct the disposition of those shares. |
(2) | By virtue of their status as trustees of their respective issue trusts, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch may be deemed to have beneficial ownership of shares owned by those trusts of which he is trustee and sole power to vote or direct the vote and dispose or direct the disposition of those shares. |
Item 7. | Material to Be Filed as Exhibits. |
Exhibit 6. | Agreement regarding the joint filing of this statement. |
Page 11 of 14 Pages
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.
February 16, 2010
/s/ Andrew H. Tisch | ||
Andrew H. Tisch |
/s/ Daniel R. Tisch | ||
Daniel R. Tisch |
/s/ James S. Tisch | ||
James S. Tisch |
/s/ Thomas J. Tisch | ||
Thomas J. Tisch |
/s/ Jessica S. Tisch | ||
Jessica S. Tisch |
/s/ Benjamin Tisch | ||
Benjamin Tisch |
/s/ Samuel A. Tisch | ||
Samuel A. Tisch |
/s/ Thomas M. Steinberg | ||
Thomas M. Steinberg |
Page 12 of 14 Pages
EXHIBIT INDEX
Exhibit 6. | Agreement regarding the joint filing of this statement. |
Page 13 of 14 Pages
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Amendment to Schedule 13D dated February 16, 2010 relating to the Common Stock, par value $.0001 per share, of Adamis Pharmaceuticals Corporation, are being filed with the Securities and Exchange Commission on behalf of each of them.
February 16, 2010
/s/ Andrew H. Tisch | ||
Andrew H. Tisch |
/s/ Daniel R. Tisch | ||
Daniel R. Tisch |
/s/ James S. Tisch | ||
James S. Tisch |
/s/ Thomas J. Tisch | ||
Thomas J. Tisch |
/s/ Jessica S. Tisch | ||
Jessica S. Tisch |
/s/ Benjamin Tisch | ||
Benjamin Tisch |
/s/ Samuel A. Tisch | ||
Samuel A. Tisch |
/s/ Thomas M. Steinberg | ||
Thomas M. Steinberg |
Page 14 of 14 Pages