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Rule 13d-1(b) | |
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Rule 13d-1(c) | |
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Rule 13d-1(d) |
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CUSIP No. 254668106
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Schedule 13G | Page 2 of 8 Pages | ||
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1 | NAMES OF REPORTING PERSONS: Quintiles Transnational Corp. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 56-1714315 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
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(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 |
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CUSIP No. 254668106
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Schedule 13G | Page 3 of 8 Pages | ||
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1 | NAMES OF REPORTING PERSONS: PharmaBio Development Inc. (d/b/a NovaQuest) |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 56-2019326 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
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(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 |
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CUSIP No. 254668106
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Schedule 13G | Page 4 of 8 Pages | ||
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Item 1 | ||
(a) Name of Issuer | ||
Discovery Laboratories, Inc. (the Issuer) | ||
(b) Address of Issuers Principal Executive Offices | ||
2600 Kelly Road, Suite 100 Warrington, PA 18976-3622 |
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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. NovaQuests 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. |
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(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 Issuers Common Stock based on the 62,320,630 shares of outstanding Common Stock of the Issuer on August 2, 2006, as reported in the Issuers 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 |
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CUSIP No. 254668106
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Schedule 13G | Page 5 of 8 Pages | ||
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in October 2006, as reported in the Issuers 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 |
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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 |
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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. |
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CUSIP No. 254668106
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Schedule 13G | Page 6 of 8 Pages | ||
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Date: November 6, 2006 |
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QUINTILES TRANSNATIONAL CORP. | ||||
By: | /s/ Ronald J. Wooten | |||
Name: Ronald J. Wooten | ||||
Title: Executive Vice President | ||||
PHARMABIO DEVELOPMENT INC. (d/b/a NovaQuest) |
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By: | /s/ Ronald J. Wooten | |||
Name: Ronald J. Wooten Title: President |
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CUSIP No. 254668106
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Schedule 13G | Page 7 of 8 Pages | ||
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Exhibit Number | Description | |
99.01
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Joint Filing Agreement between Quintiles Transnational Corp. and PharmaBio Development Inc. (d/b/a NovaQuest) effective November 6, 2006 |
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CUSIP No. 254668106
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Schedule 13G | Page 8 of 8 Pages | ||
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QUINTILES TRANSNATIONAL CORP. | ||||
By: | /s/ Ronald J. Wooten | |||
Name: Ronald J. Wooten | ||||
Title: Executive Vice President | ||||
PHARMABIO DEVELOPMENT INC. (d/b/a NovaQuest) |
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By: | /s/ Ronald J. Wooten | |||
Name: Ronald J. Wooten Title: President |