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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DISCOVERY LABORATORIES, INC.
COMMON STOCK
254668106
November 5, 2002
Gerald F. Roach, Esq.
Christopher B. Capel, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
150 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 821-1220
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
13G | ||||||
CUSIP No. 254668106 | ||||||
1. | Name of Reporting Person: Quintiles Transnational Corp. |
I.R.S. Identification Nos. of above
persons (entities only): 56-1714315 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
JOINT FILING | ||||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: North Carolina |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: -0- | |||||
6. | Shared Voting Power: 1,748,4391 | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: 1,748,4391 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,748,4391 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.2%2 | |||||
12. | Type of Reporting Person: CO | |||||
1 Includes (i) 1,058,151 shares of common stock (Common Stock) of Discovery Laboratories, Inc. (the Issuer) beneficially owned by PharmaBio Development Inc. (PharmaBio), a wholly-owned subsidiary of Quintiles Transnational Corp. (Quintiles) and warrants exercisable for 690,288 shares of Common Stock held by PharmaBio. PharmaBio also holds additional unvested warrants for 106,666 shares of Common Stock that vest upon certain milestones.
2
13G | ||||||
CUSIP No. 254668106 | ||||||
1. | Name of Reporting Person: PharmaBio Development Inc. |
I.R.S. Identification Nos. of above
persons (entities only): 56-2019326 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
JOINT FILING | ||||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: North Carolina |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: -0- | |||||
6. | Shared Voting Power: 1,748,4393 | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: 1,748,4393 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,748,4393 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.2%4 | |||||
12. | Type of Reporting Person: CO | |||||
3 Includes (i) 1,058,151 shares of Common Stock of the Issuer beneficially owned by PharmaBio, a wholly-owned subsidiary of Quintiles and (ii) warrants exercisable for 690,288 shares of Common Stock held by PharmaBio. PharmaBio also holds additional unvested warrants for 106,666 shares of Common Stock that vest upon certain milestones.
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13G
Item 1. | |||
(a) | Name of Issuer: | ||
Discovery Laboratories, Inc. (the Issuer) | |||
(b) | Address of Issuers Principal Executive Offices: | ||
350 South Main Street, Suite 307 Boylestown, PA 18901 |
|||
Item 2. | |||
(a) | Name of Person Filing: | ||
Quintiles Transnational Corp. (Quintiles) and PharmaBio Development Inc. (PharmaBio), a wholly-owned subsidiary of Quintiles. | |||
(b) | Address of Principal Business Office or, if none, Residence: | ||
Quintiles principal business office is at 4709
Creekstone Drive, Suite 200, Durham, North Carolina 27703.
PharmaBios principal
business office address is c/o Quintiles Transnational Corp., 4709 Creekstone
Drive, Suite 200, Durham, North Carolina 27703. |
|||
(c) | Citizenship: | ||
Quintiles is a North Carolina corporation. PharmaBio is also a North Carolina corporation. | |||
(d) | Title of Class of Securities: | ||
Common stock, par value $0.01 per share (Common Stock). | |||
(e) | CUSIP Number: | ||
The Issuers CUSIP number is 254668106. | |||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
x | Not Applicable. | ||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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13G
Item 4. | Ownership. | ||
Based on information contained in the most recent publicly available filings of the Issuer with the Securities and Exchange Commission, Quintiles and PharmaBio are deemed to beneficially own the number of shares and the percentage of outstanding shares of Issuer Common Stock listed on lines 9 and 11 of pages 2 and 3 of this Schedule 13G, respectively. In addition, the number of shares as to which Quintiles and PharmaBio have sole or shared voting power and sole or shared dispositive power, are listed on lines 5 through 8 of pages 2 and 3 of this Schedule 13G, respectively. | |||
Item 5. | Ownership of Five Percent or Less of a Class. | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
Not Applicable | |||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
Not Applicable | |||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
Not Applicable | |||
Item 8. | Identification and Classification of Members of the Group. | ||
This Schedule 13G is filed jointly by Quintiles and by PharmaBio, a wholly-owned subsidiary of Quintiles. | |||
Item 9. | Notice of Dissolution of Group. | ||
Not Applicable |
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13G
Item 10. | Certification. | ||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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.
Date: | February 14, 2003 |
Company Name(s): | |
QUINTILES TRANSNATIONAL CORP. | |
By: | /s/ John S. Russell |
Name: | John S. Russell |
Title: | Executive Vice President |
PHARMABIO DEVELOPMENT INC. | |
By: | /s/ Thomas C. Perkins |
Name: | Thomas C. Perkins |
Title: | Vice President |
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13G
EXHIBIT INDEX
Exhibit Number | Description | |
1 | Joint Filing Agreement between Quintiles Transnational Corp. and PharmaBio Development Inc. |
7
13G
Exhibit 1
Joint Filing Agreement (Attached)
8
13G
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the Schedule 13G filed herewith (the Schedule 13G) by Quintiles Transnational Corp. (Quintiles) is filed on behalf of each of them pursuant to the authorization of the undersigned to Quintiles to make such filing and that such Schedule 13G is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, including Rule 13d-1(k)(1). Each of the undersigned hereby agrees that such Schedule 13G is, and any further amendments to the Schedule 13G will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. This agreement is effective as of February 14, 2003.
QUINTILES TRANSNATIONAL CORP. | ||||
By: | /s/ John S. Russell | |||
Name: John S. Russell | ||||
Title: Executive Vice President | ||||
PHARMABIO DEVELOPMENT INC. | ||||
By: | /s/ Thomas C. Perkins | |||
Name: Thomas C. Perkins | ||||
Title: Vice President | ||||
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