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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
Interpharm Holdings, Inc.
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(Name of Company)
Common Stock, $0.01 par value
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(Title of Class of Securities)
460588106
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(CUSIP Number of Class of Securities)
Joan P. Neuscheler Gloria M. Skigen
Tullis-Dickerson Capital Focus III, L.P. Law Offices of Gloria M. Skigen
c/o Tullis-Dickerson Partners III, L.L.C. Two Greenwich Plaza, 4th Fl.
Two Greenwich Plaza, 4th Fl. Greenwich, CT 06830
Greenwich, CT 06830 (203) 861-1717
(203) 629-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 2007
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(Date of Event which Requires
Filing of this Schedule)
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 Sections 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 ss.240.13d-7 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
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CUSIP NO. 460588106 PAGE 2 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tullis-Dickerson Capital Focus III, L.P. IRS # 06-1621801
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
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14 TYPE OF REPORTING PERSON*
PN
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-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 3 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tullis-Dickerson Partners III, L.L.C. IRS # 06-1621800
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
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14 TYPE OF REPORTING PERSON*
OO
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-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 4 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joan P. Neuscheler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
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14 TYPE OF REPORTING PERSON*
IN
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-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 5 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James L.L. Tullis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 6 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas P. Dickerson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 7 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lyle A. Hohnke
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
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CUSIP NO. 460588106 PAGE 8 OF 14 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy M. Buono
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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 PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 568,647 shares of Common Stock;
OWNED BY
EACH 2,281,914 shares of Common Stock issuable upon exercise
REPORTING of the Warrants; and
PERSON WITH
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise
of the Warrants; and
6,519,755 shares of Common Stock issuable upon
conversion of the Series B-1 Preferred Stock (1)
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
568,647 shares of Common Stock;
2,281,914 shares of Common Stock issuable upon exercise of the
Warrants; and
6,519,755 shares of Common Stock issuable upon conversion of the
Series B-1 Preferred Stock (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (see Item 5)(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
-----------------------
(1) Does not include shares of Common Stock (including shares of Common Stock
and shares of Common Stock issuable upon the conversion of preferred stock and
exercise of warrants and options) held by parties to the Irrevocable Proxy
Agreement other than the Reporting Persons, as discussed in Item 4.
SCHEDULE 13D
The Schedule 13D filed on June 6, 2006 (the "SCHEDULE 13D") by Tullis-Dickerson
Capital Focus III, L.P. ("CAPITAL FOCUS III"), Tullis-Dickerson Partners III,
L.L.C. ("PARTNERS III"), Joan P. Neuscheler ("NEUSCHELER"), James L. L. Tullis
("TULLIS"), Thomas P. Dickerson ("DICKERSON"), Lyle A. Hohnke ("HOHNKE") and
Timothy M. Buono ("BUONO" and together with Capital Focus III, Partners III,
Neuscheler, Tullis, Dickerson and Hohnke, the "REPORTING PERSONS") relating to
the common stock, par value $0.01 per share (the "COMMON STOCK"), of Interpharm
Holdings, Inc. (the "ISSUER"), is hereby amended as set forth by this Amendment
No. 1.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following:
On November 7, 2007 the Issuer, Capital Focus III, Aisling Capital II, L.P.
("AISLING"), Rametra Holdings I, LLC ("RAMETRA HOLDINGS"), P&K Holdings, LLC
("P&K HOLDINGS"), Rajs Holdings I, LLC ("RAJS HOLDINGS"), Perry Sutaria, Raj
Sutaria and Cameron Reid entered into a Consent and Waiver Agreement (the
"CONSENT AND WAIVER AGREEMENT") in which Capital Focus III waived its rights
arising out of the Issuer's default under the Series B-1 Certificate of
Designations (as defined in the Schedule 13D) and Aisling waived its rights
arising out of the Issuer's default under the Certificate of Designations,
Preferences and Rights of Series C-1 Convertible Preferred Stock of the Issuer
(the "SERIES C-1 COD"). As a condition for Capital Focus III and Aisling's
waiver of their respective rights, Rametra Holdings, P&K Holdings, Rajs
Holdings, Raj Sutaria and Perry Sutaria entered into the Irrevocable Proxy
Agreement (as defined below). Pursuant to the Consent and Waiver Agreement, the
Issuer will, subject to receiving the approval of its stockholders (which
approval, pursuant to the terms of the Consent and Waiver Agreement, cannot be
obtained earlier than January 18, 2008) for the issuance of the securities
contemplated by the Consent and Waiver Agreement in accordance with applicable
law and the rules and regulations of the American Stock Exchange (the
"STOCKHOLDER APPROVAL"), (i) exchange the Series B-1 Preferred Stock (as defined
in the Schedule 13D) held by Capital Focus III, and the Issuer's Series C-1
Preferred Stock, par value $0.01 (the "SERIES C-1 PREFERRED STOCK"), held by
Aisling, for new shares of the Issuer's Series D-1 Convertible Preferred Stock,
par value $0.01 (the "SERIES D-1 PREFERRED STOCK") which Series D-1 Preferred
Stock shall be convertible into the Common Stock pursuant to the terms of the
Certificate of Designations, Preferences and Rights of Series D-1 Convertible
Preferred Stock of the Issuer (the "SERIES D-1 COD"); and (ii) Capital Focus III
will exchange the Warrant (as defined in the Schedule 13D) for a new warrant to
purchase 2,281,914 shares of Common Stock at an exercise price of $0.95 per
share (the "NEW TULLIS WARRANT") and Aisling will exchange those certain
warrants to purchase 2,281,914 shares of common stock of the Issuer at an
exercise price of $1.60 per share previously issued to Aisling (the "AISLING
WARRANTS") for a new warrant to purchase 2,281,914 shares of Common Stock at an
exercise price of $0.95 per share (the "NEW AISLING WARRANT", together with the
New Tullis Warrant, the "NEW WARRANTS" and the New Warrants together with the
Series D-1 Preferred Stock, the "NEW SECURITIES"). Capital Focus III and Aisling
will receive 1.04125 shares of Series D-1 Preferred Stock for each exchanged
share of their respective Series B-1 Preferred Stock and Series C-1 Preferred
Stock. The New Securities will provide for an adjustment to the Series D-1
Preferred Stock conversion price and the New Warrant exercise price, as
applicable, whereby, in
the event that the Issuer issues or is deemed to have issued Common Stock at a
price per share lower than the new then applicable preferred conversion price or
warrant exercise price, as applicable (the "NEW SECURITIES ISSUANCE PRICE"), the
then applicable preferred conversion price or warrant exercise price, as
applicable, will be reduced to 90% of the New Securities Issuance Price.
The Series D-1 COD will have similar provisions to the Series B-1 Certificate of
Designations including provisions providing that so long as Tullis holds at
least 25% of the shares of the Series D-1 Preferred Stock issued to it, in
addition to any other rights provided by law, without first obtaining the
affirmative vote at a meeting duly called for such purpose or the written
consent of the holders of a majority of the outstanding shares of the Series D-1
Preferred Stock, voting together as a single class, the Issuer may not, among
other things:
issue any shares of Common Stock, stock appreciation rights,
stock options or other equity securities to independent third
parties in excess of 2% of the fully diluted number of shares of
Common Stock on the initial closing date;
pay dividends or make any other distribution on the capital stock
of the Issuer other than (i) dividends on the Series D-1
Preferred Stock or (ii) the stated dividends on the shares of the
Issuer's Series A-1 Convertible Preferred Stock;
issue any Common Stock or any securities convertible into or
exchangeable for Common Stock at a price per share of Common
Stock less than the purchase price per share of the Series D-1
Preferred Stock; and
issue any indebtedness that creates an obligation for the Issuer
to repay in the aggregate more than $50 million in principal and
interest.
The foregoing description of the Consent and Waiver Agreement, the Series D-1
COD and the New Warrants is a summary only and is qualified in its entirety by
reference to the Consent and Waiver Agreement, Series D-1 COD and Form of New
Warrant which are filed as Exhibits 6, 7 and 8 hereto, respectively, and
incorporated herein by reference.
On November 7, 2007, Rametra Holdings, P&K Holdings and Rajs Holdings
(collectively, the "LLCS") (for each of which Perry Sutaria is the sole
manager), Raj Sutaria and Perry Sutaria (the "SUTARIAS"), entered into an
Irrevocable Proxy Agreement, of which Capital Focus III and Aisling are third
party beneficiaries (the "IRREVOCABLE PROXY AGREEMENT"), pursuant to which Perry
Sutaria, Aisling and Capital Focus III shall appoint a committee (the
"COMMITTEE") consisting of three members (the "COMMITTEE MEMBERS"). Each of
Capital Focus III, Aisling and Perry Sutaria are permitted to designate one
Committee Member to the Committee. The Committee, acting by a majority vote,
shall function as the proxy with respect to all of the Shares of Common Stock
held by Sutaria and the LLCs (the "PROXY SHARES") solely for the purpose of
electing or removing members of the Board of Directors of the Issuer and voting
on amendments, additions, deletions or modifications to the Issuer's by-laws
(the "COMMITTEE MATTERS"). As a result of the majority voting requirement of the
Committee, no individual Committee Member can direct the vote of the Shares
subject to the Irrevocable Proxy Agreement or control such vote. The Irrevocable
Proxy Agreement can be terminated in certain circumstances as specified in the
agreement. The foregoing description of the Irrevocable Proxy Agreement is a
summary only and is qualified in its entirety by reference to the Irrevocable
Proxy Agreement, which is filed as Exhibit 9 hereto and incorporated herein by
reference.
By virtue of the Irrevocable Proxy Agreement, the Reporting Persons may be
deemed to have formed a "group," within the meaning of Section 13(d)(3) of the
Securities Act of 1934, with the parties to the Irrevocable Proxy Agreement and
may be deemed to have voting control over 76.4% of the shares of Common Stock.
The percentages used in this Amendment No. 1 are calculated based upon
66,190,000 shares of Common Stock reported to be outstanding by the Issuer in
its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed
with the Securities and Exchange Commission on November 15, 2007. However, each
of the Reporting Persons expressly disaffirm the existence of a group with other
parties to the Irrevocable Proxy Agreement and expressly disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the Sutarias and
the LLCs. Neither the Reporting Persons nor any of the parties to the
Irrevocable Proxy Agreement, individually have the power to control more than
one Committee Member and therefore do not control the vote of the Committee with
regard to the Committee Matters.
Upon information and belief, the other parties to the Irrevocable Proxy
Agreement will be filing their own Schedule 13D separately, with respect to the
Issuer. As of the date of this Amendment No. 1, upon information and belief,
Aisling may be deemed to beneficially own 9.99% of the Common Stock including
(i) shares issuable upon exercise of warrants; (ii) shares issuable upon
conversion of preferred stock; and (iii) shares of Common Stock (the preferred
stock held by Aisling is subject to a 9.99% blocker pursuant to which a holder
of the Series C-1 Preferred Stock does not have the right to vote the Series C-1
Preferred Stock or convert the Series C-1 Preferred Stock into Common Stock to
the extent that such conversion or voting rights would result in beneficial
ownership by such holder of more than 9.99% of the number of shares of Common
Stock outstanding immediately after giving effect to such conversion or voting
rights. As of the date of this Amendment No. 1, upon information and belief,
Rametra Holdings, P&K Holdings, Rajs Holdings and Perry Sutaria, together
referred to as the Sutaria Entities, may be deemed to beneficially own 53.9% of
the Common Stock.
On November 14, 2007 the Issuer and Tullis, Aisling, the Sutaria Family Realty
LLC and Cameron Reid (collectively, the "PURCHASERS") entered into a Securities
Purchase Agreement (the "NOTE PURCHASE AGREEMENT") pursuant to which Issuer
agreed to sell and the Purchasers agreed to purchase the Issuer's Secured 12%
Notes due 2009 (the "NON-CONVERTIBLE NOTES"). Pursuant to the terms of the Note
Purchase Agreement, the Issuer will, subject to receiving the approval of its
stockholders (which approval, pursuant to the terms of the Note Purchase
Agreement, cannot be obtained earlier than January 18, 2008) for the issuance of
the Note Securities (as defined below) in accordance with applicable law and the
rules and regulations of the American Stock Exchange (the "NOTE STOCKHOLDER
APPROVAL"), exchange the Non-Convertible Notes of the Purchasers for (i) Secured
Convertible 12% Notes due 2009 (the "CONVERTIBLE NOTES"), which notes shall be
convertible into shares of Common Stock at a conversion price of $0.95 per share
and (ii) warrants (the "NOTE WARRANTS") to purchase an aggregate of 1,842,103
shares of Common Stock at an exercise price of $0.95 per share. Under the Note
Purchase Agreement, the Purchasers were granted the right to include the shares
of Common Stock they would receive upon the conversion of the Convertible Notes
or the exercise
of the Note Warrants in any securities act registration statement filed by the
Issuer, subject to certain exceptions. The foregoing description of the Note
Purchase Agreement, the Non-Convertible Notes, the Convertible Notes and the
Note Warrants is a summary only and is qualified in its entirety by reference to
the Note Purchase Agreement, the Non-Convertible Note, the Convertible Notes and
the Note Warrants which are filed as Exhibits 10, 11, 12 and 13 hereto,
respectively, and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 (a) and (b) of the Schedule 13D are hereby amended and restated as
follows:
(a) As of the date of this Amendment No. 1, the Reporting Persons may be
deemed to beneficially own 9,370,316 shares of Common Stock, including (i)
2,281,914 shares issuable upon exercise of the Warrants; (ii) 6,519,755 shares
issuable upon conversion of the Series B-1 Preferred Stock; and (iii) 568,647
shares of Common Stock currently owned by Capital Focus III. The shares of
Common Stock that the Reporting Persons may be deemed to beneficially own
represent 12.5% of the Common Stock. In the event the Issuer obtains the
Stockholder Approval and the Note Stockholder Approval and, as a result, the
Securities (as defined in the 13D) are exchanged for the New Securities and the
Non-Convertible Notes are exchanged for the Convertible Notes and the Note
Warrants (the "EXCHANGE EVENT"), each of the Reporting Persons may be deemed to
beneficially own 14,561,088 shares of Common Stock including (i) 2,281,914
shares of Common Stock issuable to Capital Focus III upon exercise of the
Amended and Restated Warrants; (ii) 10,526,316 shares of Common Stock issuable
to Capital Focus III upon conversion of the Series D-1 Preferred Stock; (iii)
877,194 shares of Common Stock issuable to Capital Focus III upon conversion of
the Convertible Notes; (iv) 307,017 shares of Common Stock issuable to Capital
Focus III upon conversion of the Note Warrants; and (v) 568,647 shares of Common
Stock currently owned by Capital Focus III. The 14,561,088 shares of Common
Stock that the Reporting Persons may be deemed to beneficially own if the
Exchange Event occurs represent 18.2% of the Common Stock. Partners III is the
sole general partner of Capital Focus III. Neuscheler, Tullis, Dickerson, Hohnke
and Buono share voting and/or dispositive power over all shares of Common Stock
held by Capital Focus III. The Reporting Persons disclaim beneficial ownership
of the shares of Common Stock beneficially owned except to the extent of their
pecuniary interests therein. As discussed in Item 4, the Reporting Persons may
be deemed to be a group within the meaning of Section 13(d)(3) of the Securities
and Exchange Act of 1934, however, the Reporting Persons disclaim the creation
of a group with the parties to the Irrevocable Proxy Agreement.
(b) Partners III is the sole general partner of Capital Focus III.
Neuscheler, Tullis, Dickerson, Hohnke and Buono share voting and/or dispositive
power over all shares. These individuals disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the above entities except to the
extent of their pecuniary interests therein. The Reporting Persons disclaim
their ability to direct the voting of Issuer shares, other than those held
directly by the Reporting Persons, as a result of the Irrevocable Proxy
Agreement as discussed in Item 4.
(c) During the last sixty days there were no transactions in the Common
Stock effected. The Reporting Persons disclaim their ability to direct the
voting of the Common Stock as a result of the Irrevocable Proxy Agreement as
discussed in Item 4.
(d) The partners or members of Capital Focus III and Partners III have the
right to participate indirectly in the receipt of dividends from, or proceeds
from the sale of, the shares of Common Stock in accordance with their respective
ownership interests in their respective entities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 4 above, on November 7, 2007, the Issuer, Capital
Focus III, Aisling Rametra Holdings, P&K Holdings, Rajs Holdings, Raj Sutaria,
Perry Sutaria and Cameron Reid entered into a Consent and Waiver Agreement, a
copy of which is attached as Exhibit 6 hereto.
As described in Item 4 above, if the Stockholder Approval is obtained,
Capital Focus III will receive Series D-1 Preferred Stock, the designations,
preferences and relative participating, optional or other rights, and the
qualifications, limitations or restrictions thereof are set forth in the
Certificate of Designations, Preferences and Rights of Series D-1 Convertible
Preferred Stock, a copy of which is attached as Exhibit 7 hereto.
As described in Item 4 above, if the Stockholder Approval is obtained,
Capital Focus III will exchange its Warrant for a New Warrant, the form of which
is attached as Exhibit 8 hereto.
As described in Item 4 above, on November 7, 2007, the Irrevocable Proxy
was entered into by the LLCs, Raj Sutaria and Perry Sutaria, pursuant to which
Perry Sutaria, Aisling and Capital Focus III shall appoint the Committee to
direct the vote the Proxy Shares with respect to Committee Matters, a copy of
which is attached as Exhibit 9 hereto.
As described in Item 4 above, on November 14, 2007, the Issuer, Tullis and
the other Purchasers entered into the Note Purchase Agreement, a copy of which
is attached as Exhibit 10 hereto.
As described in Item 4 above, pursuant to the Note Purchase Agreement,
Capital Focus III purchased from the Issuer a Non-Convertible Note, the form of
which is attached as Exhibit 11 hereto.
As described in Item 4 above, if the Note Stockholder Approval is obtained,
Capital Focus III will exchange its Non-Convertible Note for a Convertible Note
and Note Warrant, the forms of which is attached are Exhibit 12 and Exhibit 13
hereto, respectively.
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add of the following:
6. Consent and Waiver Agreement, dated November 7, 2007, by and among Interpharm
Holdings, Inc, Tullis-Dickerson Capital Focus III, L.P, Aisling Capital II, LP,
Perry Sutaria Rametra Holdings I, LLC, P&K Holdings, LLC, Rajs Holdings I, LLC,
Raj Sutaria and Cameron Reid (incorporated by reference herein to the Issuer's
10-K filed on November 15, 2007).
7. Form of Certificate of Designations, Preferences and Rights of Series D-1
Convertible Preferred Stock (incorporated by reference herein to the Issuer's
10-K filed on November 15, 2007).
8. Form of New Warrant to Purchase Common Stock (incorporated by reference
herein to the Issuer's 10-K filed on November 15, 2007).
9. Irrevocable Proxy Agreement, dated November 7, 2007, by and among Perry
Sutaria, Raj Sutaria, Rametra Holdings I, LLC, P&K Holdings, LLC and Rajs
Holdings I, LLC.
10. Securities Purchase Agreement, dated November 14, 2007 by and among
Interpharm Holdings, Inc, Tullis-Dickerson Capital Focus III, L.P, Aisling
Capital II, LP, the Sutaria Family Realty LLC and Cameron Reid (incorporated by
reference herein to the Issuer's 10-K filed on November 15, 2007).
11. Form of Non-Convertible Note (incorporated by reference herein to the
Issuer's 10-K filed on November 15, 2007).
12. Form of Convertible Note (incorporated by reference herein to the Issuer's
10-K filed on November 15, 2007).
13. Form of Note Warrant (incorporated by reference herein to the Issuer's 10-K
filed on November 15, 2007).
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
November 16, 2007 TULLIS-DICKERSON CAPITAL FOCUS III, L.P.
BY: TULLIS-DICKERSON PARTNERS III, L.L.C.,
ITS: GENERAL PARTNER
By: /s/ Joan P. Neuscheler
-----------------------------
JOAN P. NEUSCHELER
Principal
November 16, 2007 TULLIS-DICKERSON PARTNERS III, L.L.C.
By: /S/ JOAN P. NEUSCHELER
JOAN P. NEUSCHELER
Principal
November 16, 2007 /s/ Joan P. Neuscheler
-----------------------------
JOAN P. NEUSCHELER
November 16, 2007 /s/ James L.L. Tullis
-----------------------------
JAMES L.L. TULLIS
November 16, 2007 /s/ Thomas P. Dickerson
-----------------------------
THOMAS P. DICKERSON
November 16, 2007 /s/ Lyle A. Hohnke
-----------------------------
LYLE A. HOHNKE
November 16, 2007 /s/ Timothy M. Buono
-----------------------------
TIMOTHY M. BUONO
EXHIBIT INDEX
The Exhibit Index of the Schedule 13D is hereby amended to add the following:
6. Consent and Waiver Agreement, dated November 7, 2007, by and among Interpharm
Holdings, Inc, Tullis-Dickerson Capital Focus III, L.P, Aisling Capital II, LP,
Perry Sutaria Rametra Holdings I, LLC, P&K Holdings, LLC, Rajs Holdings I, LLC,
Raj Sutaria and Cameron Reid (incorporated by reference herein to the Issuer's
10-K filed November on 15, 2007).
7. Form of Certificate of Designations, Preferences and Rights of Series D-1
Convertible Preferred Stock (incorporated by reference herein to the Issuer's
10-K filed November on 15, 2007).
8. Form of New Warrant to Purchase Common Stock (incorporated by reference
herein to the Issuer's 10-K filed November on 15, 2007).
9. Irrevocable Proxy Agreement, dated November 7, 2007, by and among Perry
Sutaria, Raj Sutaria, Rametra Holdings I, LLC, P&K Holdings, LLC and Rajs
Holdings I, LLC.
10. Securities Purchase Agreement, dated November 14, 2007 by and among
Interpharm Holdings, Inc, Tullis-Dickerson Capital Focus III, L.P, Aisling
Capital II, LP, the Sutaria Family Realty LLC and Cameron Reid (incorporated by
reference herein to the Issuer's 10-K filed on November 15, 2007).
11. Form of Non-Convertible Note (incorporated by reference herein to the
Issuer's 10-K filed November on 15, 2007).
12. Form of Convertible Note (incorporated by reference herein to the Issuer's
10-K filed November on 15, 2007).
13. Form of Note Warrant (incorporated by reference herein to the Issuer's 10-K
filed on November 15, 2007).