SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)*
CPEX Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12620N104
(CUSIP Number)
The Mangrove Partners Fund, L.P.
10 East 53rd Street, 31st Floor
New York, New York 10022
Attention: Nathaniel August
Tel: 646.450.0418
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John T. O’Connor
Sadis & Goldberg LLP
551 Fifth Avenue, 21st Floor
New York, New York 10176
Tel: 212.573.8029
March 21, 2011
(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 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(b) 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 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.: 12620N104
| NAME OF REPORTING PERSON |
| | |
| 1. | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | The Mangrove Partners Fund, L.P. |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x |
| | (b) ¨ |
| | |
| 3 | SEC USE ONLY |
| | |
| 4 | SOURCE OF FUNDS |
| | |
| | WC, OO |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | | |
| BENEFICIALLY | 8 | SHARED VOTING POWER - 149,373 |
| OWNED BY | | |
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | | |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 149,373 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 149,373 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 5.7%* |
| | |
| 14 | TYPE OF REPORTING PERSON |
| | |
| | PN |
* The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
CUSIP No.: 12620N104
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Mangrove Partners |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x |
| | (b) ¨ |
| | |
| 3 | SEC USE ONLY |
| | |
| 4 | SOURCE OF FUNDS |
| | |
| | AF |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Cayman Islands |
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | | |
| BENEFICIALLY | 8 | SHARED VOTING POWER - 149,373 |
| OWNED BY | | |
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | | |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 149,373 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 149,373 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 5.7%* |
| | |
| 14 | TYPE OF REPORTING PERSON |
| | |
| | OO |
* The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
CUSIP No.: 12620N104
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Mangrove Capital |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x |
| | (b) ¨ |
| | |
| 3 | SEC USE ONLY |
| | |
| 4 | SOURCE OF FUNDS |
| | |
| | AF |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Cayman Islands |
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | | |
| BENEFICIALLY | 8 | SHARED VOTING POWER - 149,373 |
| OWNED BY | | |
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | | |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 149,373 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 149,373 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 5.7%* |
| | |
| 14 | TYPE OF REPORTING PERSON |
| | |
| | OO |
* The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
CUSIP No.: 12620N104
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) x |
| | (b) ¨ |
| | |
| 3 | SEC USE ONLY |
| | |
| 4 | SOURCE OF FUNDS |
| | |
| | AF |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Cayman Islands |
| NUMBER OF | 7 | SOLE VOTING POWER - 0 |
| SHARES | | |
| BENEFICIALLY | 8 | SHARED VOTING POWER - 149,373 |
| OWNED BY | | |
| EACH | 9 | SOLE DISPOSITIVE POWER - 0 |
| REPORTING | | |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER - 149,373 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 149,373 |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 5.7%* |
| | |
| 14 | TYPE OF REPORTING PERSON |
| | |
| | IN |
* The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
Explanatory Note
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed with respect to the beneficial ownership of common stock, par value $0.01 per share (the “Common Stock”), of CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or the “Company”). This Amendment No. 5 supplements Items 4 and 7 of the Schedule 13D (as amended) originally filed on January 31, 2011.
| ITEM 4. | Purpose of Transaction. |
On March 21, 2011, Mangrove Partners issued a press release expressing its disappointment in the Issuer’s board of directors failing to seriously consider the dividend recapitalization proposed by Mangrove Partners. A copy of the March 21, 2011 press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On March 22, 2011, Mangrove Partners issued a press release questioning the Issuer’s desperate plea to stockholders asking them to support a merger that will pay the Issuer’s management over $7 million. A copy of the March 22, 2011 press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The descriptions herein of the March 21, 2011 and March 22, 2011 press releases are qualified in their entirety by reference to such press releases.
| ITEM 7. | Material to be Filed as Exhibits. |
| | 99.1 | Press Release, dated March 21, 2011 |
| | 99.2 | Press Release, dated March 22, 2011 |
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.
Dated: March 22, 2011
| | THE MANGROVE PARTNERS FUND, L.P. |
| | MANGROVE PARTNERS |
| | MANGROVE CAPITAL |
| | | | |
| | By: | /s/ Nathaniel August | |
| | Nathaniel August, for himself, as Director of Mangrove Capital (for itself and The Mangrove Partners Fund, L.P.) and as a Director of Mangrove Partners | |
EXHIBIT INDEX
| 99.1 | Press Release, dated March 21, 2011 |
| 99.2 | Press Release, dated March 22, 2011 |
