UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 LLP
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)
November 13, 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).
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CUSIP NO. 046352 PAGE 2 OF 4 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 November 14,
2003, 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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CUSIP NO. 046352 PAGE 3 OF 4 PAGES
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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, Amendment No. 5 to the
Statement on Schedule 13D filed on October 24, 2002, and Amendment No. 6 to the
Statement on Schedule 13D filed on February 3, 2003, 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 4. Purpose of the Transaction.
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On November 13, 2003, SkyePharma entered into a non-binding letter of
intent (the "LOI") with the Issuer, pursuant to which SkyePharma and the Issuer
agreed to negotiate in good faith and to use their best efforts to execute a
definitive agreement as expeditiously as possible, on or before December 5,
2003. Pursuant to the definitive agreement SkyePharma would convert all shares
of Convertible Preferred Stock owned by it into Common Stock if prior to January
31, 2004 the Issuer closes a qualifying fund raising resulting in gross proceeds
for the Issuer of not less than $4 million and in consideration of the agreement
of SkyePharma to convert the shares of Convertible Preferred Stock, the Issuer
would adjust the conversion price of the shares of Convertible Preferred Stock
upon the closing of the fund raising to a price of $0.80 per share, adjustable
depending on the terms of the fund raising. As a result of the adjustment of the
conversion price and conversion by SkyePharma, SkyePharma would receive an
aggregate of 25,000,000 shares of Common Stock. The LOI also provides that in
connection with the conversion of the Convertible Preferred Stock by SkyePharma,
SkyePharma would enter into an agreement with the Issuer whereby the Issuer
would, upon the attainment of certain future milestones, obtain the right to
repurchase 12,500,000 shares of Common Stock from SkyePharma at a price based on
the conversion price. As part of the transaction, SkyePharma, the Issuer and
other shareholders would also enter into an amendment to the Stockholders
Agreement with SkyePharma relating to the composition of the board of directors,
among other matters, as set forth under Item 6 below. The closing of the
transaction contemplated by the LOI would be subject to certain conditions
including, without limitation, the negotiation and execution of a mutually
acceptable definitive agreement and the occurrence of the conditions precedent
to be listed in the definitive agreement.
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, Convertible
Preferred Stock or warrants currently owned by it.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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The LOI provides that in connection with the transaction described in
Item 4, the Stockholders Agreement, dated December 10, 2001, would be amended to
extend the terms of the Stockholders Agreement to expire three years after the
date of such transaction. The amended Stockholders Agreement would require the
parties to it to agree to vote all shares held by such parties for four
directors designated by Jose Antonio O'Daly, Mike Ajnsztajn, Gaston Liebhaber
and Gina Tedesco, one director designated by SkyePharma and two independent
directors. In addition, additional parties may be added to the Stockholders
Agreement. Further, SkyePharma would be required to vote its shares of Common
Stock in favor of certain enumerated transactions approved by the Board and all
of the independent directors.
Pursuant to the LOI the Issuer has agreed to indemnify SkyePharma
against losses or claims, including legal expenses incurred in connection
therewith, as a result of the transactions contemplated by the definitive
agreement.
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CUSIP NO. 046352 PAGE 4 OF 4 PAGES
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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: November 14, 2003
SKYEPHARMA PLC
By: /s/ Donald Nicholson
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Donald Nicholson
Chief Financial Officer