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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DISCOVERY LABORATORIES, INC.
COMMON STOCK
254668106
December 31, 2003
Gerald F. Roach, Esq.
Christopher B. Capel, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 Wachovia 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 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 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 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/A | ||||||
| CUSIP No. 254668106 | Page 2 of 9 | |||||
| 1. | Name of Reporting Person: Quintiles Transnational Corp. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 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: 1,973,656(1) | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: 1,973,656(1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,973,656(1) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 4.60%(2) | |||||
| 12. | Type of Reporting Person: CO | |||||
| 1 | Includes 1,359,567 shares of common stock (the “Common Stock”) of the Issuer beneficially owned by QFinance, Inc. (“QFinance”) and warrants beneficially owned by PharmaBio Development Inc. (“PharmaBio”) that are exercisable for 614,089 shares of Common Stock (the “Warrant Shares”). Therefore, the total shares of Common Stock of the Issuer beneficially owned by QFinance and PharmaBio in the aggregate is 1,973,656. | |
| 2 | Calculated based on 42,297,545 shares of outstanding Common Stock of the Issuer on October 22, 2003, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003. |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 3 of 9 | |||||
| 1. | Name of Reporting Person: QFinance, Inc. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Delaware |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: 1,359,567 | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: 1,359,567 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,359,567 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 3.21%(3) | |||||
| 12. | Type of Reporting Person: CO | |||||
| 3 | Calculated based on 42,297,545 shares of outstanding Common Stock of the Issuer on October 22, 2003, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003. |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 4 of 9 | |||||
| 1. | Name of Reporting
Person: PharmaBio Development Inc. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 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: 614,089(4) | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: 614,089(4) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
614,089(4) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 1.45%(5) | |||||
| 12. | Type of Reporting Person: CO | |||||
| 4 | Includes warrants beneficially owned by PharmaBio that are exercisable for 614,089 shares of Common Stock. | |
| 5 | Calculated based on 42,297,545 shares of outstanding Common Stock of the Issuer on October 22, 2003, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003. |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 5 of 9 | |||||
| Item 1 | ||
| (a) Name of Issuer | ||
| Discovery Laboratories, Inc. (the “Issuer”) | ||
| (b) Address of Issuer’s Principal Executive Offices | ||
| 350 South Main Street, Suite 307 | ||
| Doylestown, PA 18901 | ||
| Item 2 | ||
| (a) Name of Person Filing | ||
| This statement is filed jointly pursuant to Rule 13d-1(k)(1) on behalf of Quintiles Transnational Corp. (“Quintiles”); QFinance, Inc. (“QFinance”), a wholly-owned subsidiary of 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. QFinance’s principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. PharmaBio’s 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. | ||
| QFinance is a Delaware corporation. | ||
| PharmaBio is a North Carolina corporation. | ||
| (d) Title of Class of Securities | ||
| Common stock, par value $0.001 per share (“Common Stock”) | ||
| (e) CUSIP Number | ||
| 254668106 | ||
| Item 3 | ||
| Not Applicable | ||
| Item 4 | Ownership | |
| (a) Amount Beneficially Owned: Includes 1,359,567 shares of Common Stock of the Issuer beneficially owned by QFinance and warrants beneficially owned by PharmaBio that are exercisable for 614,089 shares of Common Stock. Therefore, the total shares of Common Stock of the Issuer beneficially owned by Quintiles is 1,973,656, the number of shares beneficially owned in the aggregate by QFinance and PharmaBio. | ||
| (b) Percent of Class: | ||
| For Quintiles, QFinance and PharmaBio such 1,973,656 shares, 1,359,567 shares and 614,089 shares, respectively, are 4.60%, 3.21% and 1.45%, respectively, of the Issuer’s Common Stock based on the 42,297,545 shares reported as outstanding as of October 22, 2003, as reported in the Issuer’s |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 6 of 9 | |||||
| Form 10-Q for the period ended September 30, 2003 and filed with the Securities and Exchange Commission on November 14, 2003. | ||
| (c) Number of Shares as to which such Person has: |
| Quintiles: | ||
| (i) sole power to vote or to direct the vote: 0 | ||
| (ii) shared power to vote or to direct the vote: 1,973,656 | ||
| (iii) sole power to dispose or to direct the disposition of: 0 | ||
| (iv) shared power to dispose or to direct the disposition of: 1,973,656 | ||
| QFinance: | ||
| (i) sole power to vote or to direct the vote: 0 | ||
| (ii) shared power to vote or to direct the vote: 1,359,567 | ||
| (iii) sole power to dispose or to direct the disposition of: 0 | ||
| (iv) shared power to dispose or to direct the disposition of: 1,359,567 | ||
| PharmaBio: | ||
| (i) sole power to vote or to direct the vote: 0 | ||
| (ii) shared power to vote or to direct the vote: 614,089 | ||
| (iii) sole power to dispose or to direct the disposition of: 0 | ||
| (iv) shared power to dispose or to direct the disposition of: 614,089 |
| 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: [X] | ||
| 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 | |
| Not Applicable | ||
| Item 9 | Notice of Dissolution of Group | |
| Not Applicable | ||
| 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. |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 7 of 9 | |||||
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 13, 2004 | ||||
| QUINTILES TRANSNATIONAL CORP. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | Executive Vice President & General Counsel Chief Administrative Officer | |||
| QFINANCE, INC. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | President | |||
| PHARMABIO DEVELOPMENT INC. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | President | |||
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 8 of 9 | |||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.01 | Joint Filing Agreement between Quintiles Transnational Corp., QFinance, Inc. and PharmaBio Development Inc. |
| 13G/A | ||||||
| CUSIP No. 254668106 | Page 9 of 9 | |||||
EXHIBIT 99.01
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the Schedule 13G/A filed herewith (the “Schedule 13G/A”) by Quintiles Transnational Corp. (“Quintiles”) is filed on behalf of each of them pursuant to the authorization of the undersigned to make such filing and that such Schedule 13G/A 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/A is, and any further amendments to the Schedule 13G/A 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 13, 2004.
| Date: February 13, 2004 | ||||
| QUINTILES TRANSNATIONAL CORP. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | Executive Vice President & General Counsel Chief Administrative Officer | |||
| QFINANCE, INC. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | President | |||
| PHARMABIO DEVELOPMENT INC. | ||||
| By: | /s/ John S. Russell | |||
| Name: | John S. Russell | |||
| Title: | President | |||