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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ASTRALIS LTD.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
(upon conversion of Series A Convertible Preferred Stock)
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(Title of Class of Securities)
046352
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(CUSIP Number)
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DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL
105 PICCADILLY 1 NEW FETTER LANE
LONDON W1J 7NJ, ENGLAND LONDON EC4A 1AN, ENGLAND
+44 20 7491 1777 +44 20 7959 8950
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 2003
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(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) 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.
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* 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).
(continued on following pages)
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1. Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
SkyePharma PLC/330387911
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
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3. SEC Use Only
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4. SOURCE OF FUNDS (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
England and Wales
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7. Sole Voting Power
0
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NUMBER OF 8. Shared Voting Power
SHARES 37,520,000 (1)(2)
BENEFICIALLY OWNED -----------------------------------------------------
BY EACH REPORTING 9. Sole Dispositive Power
PERSON WITH 12,720,000 (2)
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,720,000 (1)(2)
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12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions) [ X ]
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13. Percent of Class Represented by Amount in Row (11)
25.41 (2)(3)
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14. Type of Reporting Person (See Instructions)
CO
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1 In order to facilitate the consummation of the transaction contemplated by
the Purchase Agreement by and between Astralis Ltd. and SkyePharma PLC,
dated as of December 10, 2001 (the "Purchase Agreement"), Astralis Ltd.
and SkyePharma PLC entered into a Stockholders Agreement between
SkyePharma PLC, Astralis Ltd. and the other parties listed therein, dated
as of December 10, 2001 (the "Stockholders Agreement"), whereby each
stockholder agreed to vote its shares of Common Stock and take all other
actions necessary to elect the independent directors nominated by the
Board of Directors (the "Board") and to elect the nominee nominated to the
Board by SkyePharma. SkyePharma does not have the right to dispose (or
direct the disposition of) any of the 24,800,000 shares of Common Stock
owned by the other parties to the Stockholders Agreement. Accordingly,
SkyePharma expressly disclaims beneficial ownership of all such shares.
2 SkyePharma is currently the beneficial owner of 200,000 shares of Common
Stock, warrants exercisable for 20,000 shares of Common Stock and
2,000,000 shares of Series A Convertible Preferred Stock. Accordingly,
SkyePharma has beneficial ownership of 12,720,000 shares of Common Stock,
assuming the exercise of the warrants and the conversion of all shares of
Series A Convertible Preferred Stock owned or to be purchased by
SkyePharma into Common Stock at the current conversion rate of 6.25 to 1.
3 Based on 37,538,189 shares of Common Stock outstanding on July 31, 2002,
the conversion of 2,000,000 shares of Series A Convertible Preferred Stock
into 12,500,000 shares of Common Stock and the exercise of SkyePharma's
warrants for the purchase of 20,000 shares of Common Stock.
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SkyePharma PLC, a company incorporated under the laws of England and
Wales ("SkyePharma"), hereby amends and supplements its Statement on Schedule
13D filed on December 19, 2001 and as amended by Amendment No. 1 to the
Statement on Schedule 13D filed on January 31, 2002, Amendment No. 2 to the
Statement on Schedule 13D filed on March 25, 2002, Amendment No. 3 to the
Statement on Schedule 13D filed on May 3, 2002, Amendment No. 4 for the
Statement on Schedule 13D filed on July 31, 2002, and Amendment No. 5 to the
Statement on Schedule 13D filed on October 24, 2002, with respect to the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Astralis Ltd., a
Delaware corporation (the "Issuer"), the Common Stock which is issuable upon
conversion of the Series A Convertible Preferred Stock, par value $0.001 per
share (the "Convertible Preferred Stock") held by SkyePharma and the Common
Stock which is issuable upon exercise of the warrants held by SkyePharma.
Item 3. Source and Amount of Funds or Other Consideration.
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The source of funds for the two million shares of Convertible Preferred
Stock convertible into 12,500,000 million shares of Common Stock to which this
Statement relates was and will be SkyePharma's working capital. The total amount
was 20,000,000 U.S. dollars in cash of which 10,000,000 U.S.
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dollars was paid on December 10, 2001, and 2,500,000 U.S. dollars was paid on
each of January 31, 2002, May 1, 2002, July 31, 2002 and January 31, 2003, in
accordance with the Purchase Agreement by and between the Issuer and SkyePharma,
dated as of December 10, 2001 (the "Purchase Agreement").
Item 4. Purpose of the Transaction.
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Pursuant to the terms of the Purchase Agreement, on January 31, 2003,
SkyePharma purchased an additional 250,000 newly-issued shares of Convertible
Preferred Stock convertible into 1,562,500 shares of Common Stock, subject to
the conditions set forth in sections 5, 6 and 7 of the Purchase Agreement.
Based on its assessment of the recent financial and operating
performance of the Issuer and the current price of the Common Stock of the
Issuer, SkyePharma is reviewing its investment in the Issuer and may, subject to
applicable securities and other laws, market conditions and its assessment of
the business prospects of the Issuer, convert its existing shares of Convertible
Preferred Stock into Common Stock, and/or acquire additional shares of Common
Stock of the Issuer, and/or seek to increase its representation in, and/or
exercise control or influence over, the management of the Issuer and/or its
Board of Directors, in each case as it determines in its sole discretion.
SkyePharma has not determined whether it will convert and/or acquire additional
shares of the Issuer or fixed any number of shares of Common Stock it might seek
to acquire or any amount of money it may be willing to invest in the Issuer.
SkyePharma is continuously evaluating the business and business
prospects of the Issuer, and its present and future interests in, and intentions
with respect to the Issuer and at any time may decide not to purchase any
additional shares or to dispose of any or all of the shares of Common Stock,
Convertible Preferred Stock or Warrants currently owned by it.
Item 5. Interest in Securities of the Issuer.
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The percentage interest held by SkyePharma presented below is based on
the number of shares of Common Stock reported by the Issuer to SkyePharma as
outstanding at January 31, 2003. Assuming (i) the conversion of all shares of
Convertible Preferred Stock owned and to be acquired by SkyePharma into Common
Stock, and (ii) the exercise of the warrants for 20,000 shares of Common Stock,
SkyePharma would be the beneficial owner of 12,720,000 shares of the Common
Stock, representing approximately 25.41% of the Common Stock issued and
outstanding.
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Item 7. Material to be filed as Exhibits.
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1. Purchase Agreement, dated as of December 10, 2001, among the Issuer,
incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K of the Issuer, filed by the Issuer on December 14, 2001 (File
Number 000-30997).
2. Stockholders Agreement, dated as of December 10, 2001, among the
Issuer, incorporated by reference to Exhibit 10.1 of the Current Report
on Form 8-K of the Issuer, filed by the Issuer on December 14, 2001
(File Number 000-30997).
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SIGNATURES
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: January 31, 2003
SKYEPHARMA PLC
By: /s/ Donald Nicholson
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Donald Nicholson
Chief Financial Officer