UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ABRAXIS BIOSCIENCE, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
003834Y
(CUSIP Number)
Steven H. Hassan
10182 Culver Boulevard
Culver City, California
USA, 90232
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 15, 2010
(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 13d-1(a) 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).
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Dr. Patrick Soon-Shiong
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Michele B. Chan Soon-Shiong
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Steven H. Hassan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Patrick Soon-Shiong 2009 GRAT 1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Patrick Soon-Shiong 2009 GRAT 2
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Michele B. Chan Soon-Shiong 2009 GRAT 1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Michele B. Chan Soon-Shiong 2009 GRAT 2
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
California Capital Limited Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
SCHEDULE 13D/A
CUSIP No. 003834Y
| ||||||
| 1 | NAME OF REPORTING PERSONS
Themba LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 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)
Not Applicable ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D/A
Explanatory Notes: This Amendment No. 2 to Schedule 13D/A (this “Amendment”) is being filed by Dr. Patrick Soon-Shiong and the other Reporting Persons identified herein, and amends the Schedule 13D/A filed with the Securities and Exchange Commission on July 2, 2010, in respect of the common stock, par value $0.001 per share, of Abraxis BioScience, Inc. (the “Schedule 13D/A”). The Schedule 13D/A is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Schedule 13D/A.
| Item 4. | Purpose of Transaction |
The disclosure in Item 4 is hereby amended to include the following:
On October 13, 2010, the stockholders of the Company, including the Reporting Persons pursuant to the Voting Agreement, voted to approve the Merger. As of October 15, 2010, the effective date of the Merger, all outstanding shares of the Company were converted into cash, Celgene common stock and CVRs, including the 33,186,067 shares of Common Stock beneficially owned by the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer |
The disclosure in Item 5 is hereby amended to include the following:
(e) As a result of the Merger, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on October 15, 2010. The Common Stock was delisted from The NASDAQ Global Select Market and ceased trading at the close of business on October 15, 2010. Accordingly, the Reporting Persons have no further interest in the Company. This is the final amendment to the Schedule 13D/A and an exit filing.
| Item 7. | Material to Be Filed as Exhibits |
| 1. | Joint Filing Agreement dated July 2, 2010, by and among Patrick Soon-Shiong; Michele Chan Soon-Shiong; Steven H. Hassan; PSS GRAT 1, PSS GRAT 2, MSS GRAT 1, MSS GRAT 2, CA Capital LP and Themba LLC (incorporated by reference to Schedule 13D/A filed on June 30, 2010). |
SIGNATURES
After reasonable inquiry and to the best of the knowledge of the undersigned, the information set forth in this statement is true, complete and correct.
Date: October 15, 2010
| PATRICK SOON-SHIONG | ||
/s/ Patrick Soon-Shiong | ||
| Patrick Soon-Shiong | ||
STEVEN H. HASSAN | ||
/s/ Steven H. Hassan | ||
| Steven H. Hassan | ||
MICHELE B. CHAN SOON-SHIONG | ||
/s/ Michele B. Chan Soon-Shiong | ||
| Michele B. Chan Soon-Shiong | ||
| PATRICK SOON-SHIONG 2009 GRAT 1 | ||
| By: | /s/ Patrick Soon-Shiong | |
| Name: Patrick Soon-Shiong | ||
| Title: Trustee | ||
| PATRICK SOON-SHIONG 2009 GRAT 2 | ||
| By: | /s/ Patrick Soon-Shiong | |
| Name: Patrick Soon-Shiong | ||
| Title: Trustee | ||
| MICHELE B. SOON-SHIONG 2009 GRAT 1 | ||
| By: | /s/ Michele B. Chan Soon-Shiong | |
| Name: Michele B. Chan Soon-Shiong | ||
| Title: Trustee | ||
| MICHELE B. SOON-SHIONG 2009 GRAT 2 | ||
| By: | /s/ Michele B. Chan Soon-Shiong | |
| Name: Michele B. Chan Soon-Shiong | ||
| Title: Trustee | ||
| CALIFORNIA CAPITAL LIMITED PARTNERSHIP | ||
| By: | Themba LLC, its general partner | |
By: | /s/ Steven H. Hassan | |
| Name: Steven H. Hassan | ||
| Title: Manager | ||
| THEMBA LLC | ||
| By: | /s/ Steven H. Hassan | |
| Name: Steven H. Hassan | ||
| Title: Manager | ||
