Discovery Laboratories, Inc.
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
DISCOVERY LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
254668106
(CUSIP Number)
October 25, 2006
(Date of Event Which Requires Filing of this Statement)
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 (“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).
(Continued on following page(s))
Page 1 of 8 Pages

 


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 2 of 8 Pages
 
 
       

 

           
1   NAMES OF REPORTING PERSONS:
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 (SEE INSTRUCTIONS):

  (a)   o                              Joint Filing
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  North Carolina
       
  5   SOLE VOTING POWER:
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,961,307(1)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    3,961,307(1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,961,307(1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  6.01%(2)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
1 Includes 1,567,695 shares of common stock (the “Common Stock”) of the Issuer beneficially owned by PharmaBio Development Inc. (d/b/a NovaQuest) (“NovaQuest”) and warrants beneficially owned by NovaQuest that are exercisable for 2,393,612 shares of Common Stock (the “Warrant Shares”). Therefore, the total shares of Common Stock of the Issuer beneficially owned by NovaQuest is 3,961,307. NovaQuest acquired the above-described 1,567,695 shares of Common Stock of the Issuer from a wholly-owned subsidiary of Quintiles Transnational Corp., QFinance, Inc., which merged into NovaQuest on December 31, 2005, with NovaQuest being the surviving corporation in the merger.
2 Calculated based on 62,320,630 shares of outstanding Common Stock of the Issuer on August 2, 2006, as reported in the Issuer’s Form 10-Q for the period ended June 30, 2006 and filed with the Securities and Exchange Commission on August 9, 2006, as increased by 1,204,867 shares issued by the Issuer in October 2006, as reported in the Issuer’s Form 424B3 filed with the Securities and Exchange Commission on October 12, 2006.


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 3 of 8 Pages
 
 
       

 

           
1   NAMES OF REPORTING PERSONS:
PharmaBio Development Inc. (d/b/a NovaQuest)
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
56-2019326
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o                               Joint Filing
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  North Carolina
       
  5   SOLE VOTING POWER:
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   3,961,307
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    3,961,307
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  3,961,307
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  6.01%(3)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
3 Calculated based on 62,320,630 shares of outstanding Common Stock of the Issuer on August 2, 2006, as reported in the Issuer’s Form 10-Q for the period ended June 30, 2006 and filed with the Securities and Exchange Commission on August 9, 2006, as reported in the Issuer’s Form 10-Q for the period ended June 30, 2006 and filed with the Securities and Exchange Commission on August 9, 2006, as increased by 1,204,867 shares issued by the Issuer in October 2006, as reported in the Issuer’s Form 424B3 filed with the Securities and Exchange Commission on October 12, 2006.


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 4 of 8 Pages
 
 
       
Item 1    
 
    (a) Name of Issuer
 
    Discovery Laboratories, Inc. (the “Issuer”)
 
    (b) Address of Issuer’s Principal Executive Offices
 
    2600 Kelly Road, Suite 100
Warrington, PA 18976-3622
 
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”) and PharmaBio Development Inc. (d/b/a NovaQuest) (“NovaQuest”), 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. NovaQuest’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.
NovaQuest 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 1,567,695 shares of Common Stock of the Issuer beneficially owned by NovaQuest and warrants beneficially owned by NovaQuest that are exercisable for 2,393,612 shares of Common Stock. Therefore, the total shares of Common Stock of the Issuer beneficially owned by each of Quintiles and NovaQuest is 3,961,307. NovaQuest acquired the 1,567,695 shares of Common Stock of the Issuer from a wholly-owned subsidiary of Quintiles Transnational Corp., QFinance, Inc., which merged into NovaQuest on December 31, 2005, with NovaQuest being the surviving corporation in the merger.
 
    (b) Percent of Class:
 
    For each of Quintiles and NovaQuest, such 3,961,307 shares are 6.01% of the Issuer’s Common Stock based on the 62,320,630 shares of outstanding Common Stock of the Issuer on August 2, 2006, as reported in the Issuer’s Form 10-Q for the period ended June 30, 2006 and filed with the Securities and Exchange Commission on August 9, 2006, as increased by 1,204,867 shares issued by the Issuer

 


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 5 of 8 Pages
 
 
       
    in October 2006, as reported in the Issuer’s Form 424B3 filed with the Securities and Exchange Commission on October 12, 2006.
 
    (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: 3,961,307
     (iii) sole power to dispose or to direct the disposition of: 0
     (iv) shared power to dispose or to direct the disposition of: 3,961,307
 
         NovaQuest:
     (i) sole power to vote or to direct the vote: 0
     (ii) shared power to vote or to direct the vote: 3,961,307
     (iii) sole power to dispose or to direct the disposition of: 0
     (iv) shared power to dispose or to direct the disposition of: 3,961,307
 
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: [ ]
 
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.

 


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 6 of 8 Pages
 
 
       
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: November 6, 2006
       
 
       
 
  QUINTILES TRANSNATIONAL CORP.
 
       
 
  By:   /s/ Ronald J. Wooten
 
       
 
  Name:  Ronald J. Wooten
 
  Title:     Executive Vice President
 
       
 
  PHARMABIO DEVELOPMENT INC.
(d/b/a NovaQuest)
 
       
 
  By:   /s/ Ronald J. Wooten
 
       
 
  Name:  Ronald J. Wooten
Title:     President

 


 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 7 of 8 Pages
 
 
       
EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.01
  Joint Filing Agreement between Quintiles Transnational Corp. and PharmaBio Development Inc. (d/b/a NovaQuest) effective November 6, 2006

 

Ex-99.1
 

         
 
       
 
CUSIP No. 254668106
  Schedule 13G   Page 8 of 8 Pages
 
 
       
EXHIBIT 99.01
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 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 November 6, 2006.
         
 
  QUINTILES TRANSNATIONAL CORP.
 
       
 
  By:   /s/ Ronald J. Wooten
 
       
 
  Name:  Ronald J. Wooten
 
  Title:     Executive Vice President
 
       
 
  PHARMABIO DEVELOPMENT INC.
(d/b/a NovaQuest)
 
       
 
  By:   /s/ Ronald J. Wooten
 
       
 
  Name:  Ronald J. Wooten
Title:     President