UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | |
SCHEDULE 13D/A | |
(Rule 13d-101) | |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934 | |
(Amendment No. 1)* | |
EGALET CORPORATION | |
(Name of Issuer) | |
Common Stock, par value $0.001 per Share | |
(Title of Class of Securities) | |
28226B104 | |
(CUSIP Number) | |
Shinya Matsuzawa Corporate Officer, Vice President Legal Affairs Department Shionogi & Co., Ltd. 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan +81 6 6202 2161 | Takashi Takenoshita Chief Executive Officer Shionogi Limited 33 Kingsway London, WC2B 6UF, United Kingdom +44 20 3053 4199 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
April 1, 2014 | |
(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. o | |
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. |
CUSIP No. | 28226B104 | ||
1. | Names of Reporting Person: Shionogi & Co., Ltd. | ||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o | ||
3. | SEC Use Only | ||
4. | Source of Funds (See Instructions): WC | ||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | |
6. | Citizenship or Place of Organization: Japan |
Number of Shares Beneficially Owned by Each Reporting Person with | 7. | Sole Voting Power: 0 |
8. | Shared Voting Power: 1,250,000 | |
9. | Sole Dispositive Power: 0 | |
10. | Shared Dispositive Power: 1,250,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,250,000 | |
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | o |
13. | Percent of Class Represented by Amount in Row (11): 7.24%* | |
14. | Type of Reporting Person (See Instructions): CO |
* Based on 17,258,663 shares of Company Common Stock as reported in the Company’s Form 10-Q/A filed with the Securities and Exchange Commission on June 11, 2014.
2
CUSIP No. | 28226B104 | ||||
1. | Names of Reporting Person: Shionogi Limited | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o | ||||
3. | SEC Use Only | ||||
4. | Source of Funds (See Instructions): AF | ||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | o | |||
6. | Citizenship or Place of Organization: United Kingdom |
Number of Shares Beneficially Owned by Each Reporting Person with | 7. | Sole Voting Power: 0 | |||
8. | Shared Voting Power: 1,250,000 | ||||
9. | Sole Dispositive Power: 0 | ||||
10. | Shared Dispositive Power: 1,250,000 |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 1,250,000 | ||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | o | |||
13. | Percent of Class Represented by Amount in Row (11): 7.24%* | ||||
14. | Type of Reporting Person (See Instructions): CO |
* Based on 17,258,663 shares of Company Common Stock as reported in the Company’s Form 10-Q/A filed with the Securities and Exchange Commission on June 11, 2014.
3
Item 1. Security and Issuer
This Amendment No. 1 amends the Schedule 13D by Shionogi & Co., Ltd. and Shionogi Limited filed with the U.S. Securities Exchange Commission on February 14, 2014 (the “Schedule 13D”), relating to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company Common Stock”), of Egalet Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 460 East Swedesford Road, Suite 1050, Wayne, Pennsylvania 19087. Only those items reported in this Amendment No. 1 are amended and all other items remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 2. Identity and Background
Items 2 is hereby amended and restated as follows:
(a) - (c) and (f)
The persons filing this Schedule 13D are Shionogi & Co., Ltd. (“Parent”), a company organized under the laws of Japan, and Shionogi Limited (the “Investor”), a company organized under the laws of England and Wales (Parent and Investor, collectively, the “Reporting Persons”).
Parent is a major research-driven pharmaceutical company and engaged in research, development, manufacturing, and marketing activities, with a primary focus on prescription drugs, OTC drugs and diagnostics. Parent’s shares are listed on Tokyo Stock Exchange and Osaka Securities Exchange. The address of the principal business and principal offices of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.
The Investor, a direct wholly-owned subsidiary of Parent, is the center of Parent’s business in Europe which serves as a hub for development and drive the management of new innovative medicines across Europe, as well as the Middle East and Africa. The areas of focus for the Investor include infectious diseases, allergies, oncology and women’s health. The address of the principal business and principal offices of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.
The name, business address, 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 citizenship for each director and executive officer of the Parent and the Investor are set forth on Schedule I hereto and incorporated herein by reference.
(d) – (e)
During the last five years, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I attached hereto, has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) – (b) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 17,258,663, which include 1,250,000 shares of Company Common Stock issued pursuant to the Collaboration and License Agreement and the Common Stock Purchase Agreement, as reported in the final prospectus of the Company’s IPO filed with the Securities and Exchange Commission on February 7, 2014. For the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Investor is the direct record owner of and may be deemed to have
4
shared voting and dispositive power with respect to, and the Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 1,250,000 shares of Company Common Stock, representing approximately 7.24% of the outstanding shares of Company Common Stock. The decrease in the Parent’s beneficial ownership is due to an increase in issued and outstanding Company Common Stock resulting from, among other things, an exercise of an option granted to the underwriters on February 11, 2014 to purchase up to an additional 630,000 shares of Company Common Stock at the initial public offering price to cover any over-allotments until March 7, 2014, as well as issuance of 1,680,000 stock options pursuant to the Company’s 2013 Stock-Based Incentive Compensation Plan.
Except as set forth above, neither of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto, has power to vote or to direct the vote or to dispose or direct the disposition of any shares of Company Common Stock.
(c) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto has engaged in any transaction in shares of the Company Common Stock in the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit Number | Description | |
1. | Joint Filing Agreement dated as of July 14, 2014 by and between Shionogi & Co., Ltd. and Shionogi Limited |
5
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: July 14, 2014
Shionogi & Co., Ltd. | |||
By: | /s/ Shinya Matsuzawa | ||
Name: | Shinya Matsuzawa | ||
Title: | Corporate Officer Vice President Legal Affairs Department |
Shionogi Limited | |||
By: | /s/ Takashi Takenoshita | ||
Name: | Takashi Takenoshita | ||
Title: | Chief Executive Officer |
6
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI & CO., LTD.
The name and present principal occupation of each of the executive officers and directors of the Parent are set forth below. All individuals named in the table below are employed by the Parent. The address of the principal business and principal office of the Parent is 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan.
Name | Principal Occupation or Employment | Name, Principal Business and Address of Other Corporation or Organization (if different) | Citizenship | |||
Motozo Shiono | Chairman of the Board and Representative Director | Japan | ||||
Isao Teshirogi, Ph.D. | President and CEO, Members of the Board | Japan | ||||
Akio Nomura | Members of the Board | The Royal Hotel, Ltd. 3-68, Nakanoshima 5-chome, Kita-ku, Osaka 530-0005 Japan | Japan | |||
Teppei Mogi | Members of the Board | Oh-Ebashi LPC & Partners 27F Nakanoshima Festival Tower 3-18, Nakanoshima 2-chome, Kita-ku, Osaka 530-0005 Japan | Japan | |||
Katsuhiko Machida | Members of the Board | Sekisui House, Ltd. 1-88, Oyodonaka 1-chome, Kita-ku, Osaka, 531-0076, Japan | Japan | |||
Takuko Sawada | Senior Executive Officer | Japan | ||||
Takuo Fukuda | Executive Officer | Japan | ||||
Ryuichi Kume, Ph.D. | Executive Officer | Japan | ||||
Yoshiaki Kamoya | Executive Officer | Japan | ||||
Hirosato Kondo, Ph.D. | Corporate Officer | Japan | ||||
Kohji Hanasaki, Ph.D. | Corporate Officer | Japan | ||||
Takayuki Yoshioka, Ph.D. | Corporate Officer | Japan | ||||
Kiyoshi Nagata, Ph.D. | Corporate Officer | Japan | ||||
Kazuhiro Hatanaka | Corporate Officer | Japan | ||||
Masaaki Takeyasu | Corporate Officer | Japan | ||||
John Keller, Ph.D. | Corporate Officer | Shionogi Inc. 300 Campus Drive, Florham Park, NJ 07932, USA | United States |
7
Shinya Matsuzawa | Corporate Officer | Japan |
8
EXECUTIVE OFFICERS AND DIRECTORS OF SHIONOGI LIMITED
The name and present principal occupation of each of the executive officers and directors of the Investor are set forth below. All individuals named in the table below are employed by the Investor. The address of the principal business and principal office of the Investor is 33 Kingsway, London, WC2B 6UF, United Kingdom.
Name | Principal Occupation or Employment | Name, Principal Business and Address of Other Corporation or Organization (if different) | Citizenship | |||
Takashi Takenoshita | Chief Executive Officer, Members of the Board | Japan | ||||
Isao Teshirogi, Ph. D. | Members of the Board | Shionogi & Co., Ltd. 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | Japan | |||
Takuko Sawada | Members of the Board | Shionogi & Co., Ltd. 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | Japan | |||
Masaaki Takeyasu | Members of the Board | Shionogi & Co., Ltd. 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | Japan | |||
Yuji Hosogai | Members of the Board | Shionogi & Co., Ltd. 1-8, Doshomachi 3-chome, Chuo-ku, Osaka 541-0045, Japan | Japan | |||
9
EXHIBIT 1 |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Egalet Corporation, par value $0.001 per share, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of July 2014.
Shionogi & Co., Ltd. | |||
By: | /s/ Shinya Matsuzawa | ||
Name: | Shinya Matsuzawa | ||
Title: | Corporate Officer Vice President Legal Affairs Department |
Shionogi Limited | |||
By: | /s/ Takashi Takenoshita | ||
Name: | Takashi Takenoshita | ||
Title: | Chief Executive Officer |
10