UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE EXCHANGE ACT OF 1934
AMENDMENT NO. 4
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-2(a)
VITAL LIVING, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
92846Y100
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(CUSIP Number)
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DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL LLP
105 PICCADILLY 1 NEW FETTER LANE
LONDON W1J 7NJ, ENGLAND LONDON EC4A 1AN, ENGLAND
+44 20 7491 1777 +44 20 7959 8900
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 13, 2004
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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 which 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
[ ].
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.
(continued on following pages)
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SKYEPHARMA PLC
330387911
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,204,548
EACH REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
17,204,548
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,204,548
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
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14 TYPE OF REPORTING PERSON
CO
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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, as heretofore amended and supplemented with respect to the Common Stock,
par value $0.001 per share (the "Common Stock"), of Vital Living, Inc., a Nevada
corporation (the "Issuer"). Except as amended and supplemented hereby,
SkyePharma's Statement on Schedule 13D as heretofore amended and supplemented
remains in full force and effect.
ITEM 4 PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to read as follows:
The purpose of the transaction was an investment by SkyePharma 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 to purchase any additional
shares or to dispose of any or all of the shares of Common Stock, Preferred
Stock, Convertible Notes or Warrants currently owned by it. SkyePharma currently
intends to exercise its rights as shareholder in the Issuer, and in connection
therewith, may, from time to time, (i) have discussions with management and/or
other shareholders of the Issuer concerning various operational and financial
aspects of the Issuer's business, (ii) make one or more proposals to the Issuer
or other shareholders of the Issuer relating to joint ventures, mergers,
business combinations or extraordinary transactions, and (iii) solicit proxies.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to read as follows:
SkyePharma beneficially owns 14,204,548 shares of Common Stock,
1,000,000 shares of Series D Convertible Preferred Stock, par value $0.001 per
share, of the Issuer (the "Preferred Stock") currently convertible into
1,000,000 shares of Common Stock, $1,000,000 aggregate principal amount of the
12% Senior Secured Convertible Notes due 2008 (the "Convertible Notes")
currently convertible into 1,000,000 shares of Common Stock and warrants
expiring December 16, 2008 exercisable for 1,000,000 shares of Common Stock (the
"Warrants") at an exercise price of $1.00, or 28.1% of the 61,186,120 shares
that would be outstanding if SkyePharma exercised its Preferred Stock,
Convertible Notes and Warrants (based upon 58,186,120 shares of Common Stock as
reported to be outstanding by the Issuer in its Preliminary Information
Statement on Schedule 14C filed with the Securities and Exchange Commission on
January 27, 2004).
Pursuant to the Stockholders' Agreement, dated as of August 20, 2003
(the "Stockholders' Agreement"), as amended on January 13, 2004 as described in
Item 6, between the Issuer and Stuart Benson ("Mr. Benson"), Donald Hannah ("Mr.
Hannah", and with Mr. Benson, the "Founders Group"), Fifth Avenue Capital, Inc.
("Fifth Avenue Capital") and Stephen Morris ("Mr. Morris", and with Fifth Avenue
Capital, the "Morris Group"), and SkyePharma (collectively, the "Stockholders"),
each Stockholder agreed to vote its Common Stock and other voting securities and
take other action necessary to elect directors as provided therein. Mr. Benson
is the beneficial owner of 6,345,000 shares of Common Stock representing
approximately 10.9% of the outstanding Common Stock. Mr. Hannah is the
beneficial owner of 843,425 shares of Common Stock representing approximately
1.4% of the outstanding Common Stock. Fifth Avenue Capital is the beneficial
owner of 8,860,575 shares of Common Stock representing approximately 15.2% of
the outstanding Common Stock. Mr. Morris is a principal of Fifth Avenue Capital.
Mr. Morris is individually the beneficial owner of 30,000 shares of Common Stock
representing approximately 0.1% of the outstanding Common Stock. SkyePharma has
sole power to dispose of the Common Stock beneficially owned by it and, by
virtue of the Stockholders' Agreement, may be deemed to have shared power to
vote the Common Stock owned by it. SkyePharma disclaims beneficial ownership of
the 16,079,000 shares of Common Stock owned by Mr. Benson, Mr. Hannah, Mr.
Morris and Fifth Avenue Capital, each of whom has shared power to vote or direct
the vote and sole power to dispose or direct the disposition of such shares of
Common Stock beneficially owned by such person.
Mr. Benson, a citizen of the United States of America, is the Chief
Executive Officer, President and Secretary of Vital Living. Mr. Hannah, a
citizen of the United States of America, is a Non-executive Director of Vital
Living. The business address for Mr. Benson and Mr. Hannah is 5080 North 40th
Street, Suite 105, Phoenix, Arizona 85018. Mr. Morris, a citizen of the United
Kingdom, is the sole officer and director of ENI and president of Fifth Avenue
Capital. His business address is 32 Lancaster Mews, London, W2 3QE, England.
Fifth Avenue Capital, a British Virgin Islands corporation, is a company that
invests in international business opportunities, with its principal offices
located at Suite 1601-1603, Kinwick Centre, 32 Hollywood Road, Central Hong
Kong.
To the knowledge of SkyePharma, none of such persons during the last
five years, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has 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.
No person other than SkyePharma has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, its
Common Stock, Preferred Stock, Convertible Notes or Warrants.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby supplemented to include the following:
SkyePharma, the Issuer and other stockholders listed above entered into
an amendment to the Stockholders' Agreement on January 13, 2004, which amends
the Stockholders' Agreement to reduce the number of directors which the Founders
Group is entitled to nominate from four directors to three directors and to
remove Bradley Edson as a party. The Stockholders' Agreement, as so amended,
provides that so long as the Founders Group, as reconstituted thereby,
beneficially owns in aggregate at least 65% of the shares of Common Stock
(including any shares of capital stock of the Issuer convertible into Common
Stock) held on the date of the Stockholders' Agreement, it is entitled to
nominate three directors.
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 6, 2004 SkyePharma PLC
By: /s/ Donald Nicholson
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Name: Donald Nicholson
Title: Finance Director