-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NqwNJNsICMJpVqSx6nUpA+C6RSOa22JdTLuR7fXpVSseGCKFL0guGeKpjJeH7nl4 yKop2U+yrg078HTOhGttmA== 0000904454-03-000065.txt : 20030318 0000904454-03-000065.hdr.sgml : 20030318 20030318105939 ACCESSION NUMBER: 0000904454-03-000065 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN PUBLIC EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001219248 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARADIGM CORP CENTRAL INDEX KEY: 0001013238 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943133088 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46237 FILM NUMBER: 03607151 BUSINESS ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102659000 MAIL ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 SC 13D/A 1 s13da_031403aradigm.txt SCHEDULE 13D -- AMENDMENT NO. 1 CUSIP No. 038505103 Page 1 of 6 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 Aradigm Corporation ------------------- (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 038505103 --------- (CUSIP Number) Kathleen K. Schoemaker John C. MacMurray, Esq. Domain Associates, L.L.C. Reboul, MacMurray, Hewitt, One Palmer Square Maynard & Kristol Princeton, New Jersey 08452 45 Rockefeller Plaza Tel. (609) 683-5656 New York, New York 10111 Tel. (212) 841-5700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 2003 -------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - ------------------ 1 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 038505103 Page 2 of 6 Pages 1) Name of Reporting Person Domain Public Equity I.R.S. Identification Partners, L.P. No. of Above Person (Entities Only) - ------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------- 3) SEC Use Only - ------------------------------------------------------------------------- 4) Source of Funds WC - ------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------- Number of 7) Sole Voting Power Shares Beneficially 2,127,620 shares of Common Stock Owned by (includes shares issuable upon conversion Each of preferred stock and exercise of Reporting warrants) Person With ----------------------------------------------- 8) Shared Voting Power - 0 - ----------------------------------------------- 9) Sole Dispositive Power 2,127,620 shares of Common Stock (includes shares issuable upon conversion of preferred stock and exercise of warrants) ----------------------------------------------- 10) Shared Dispositive Power -0- - ------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 2,127,620 shares of Common Owned by Each Reporting Person Stock (includes shares issuable upon conversion of preferred stock and exercise of warrants) CUSIP No. 038505103 Page 3 of 6 Pages - ------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------- 13) Percent of Class Represented by 4.1% Amount in Row (11) - ------------------------------------------------------------------------- 14) Type of Reporting Person PN CUSIP No. 038505103 Page 4 of 6 Pages Amendment No. 1 to Schedule 13D (Final Amendment) ------------------------------------------------- Reference is hereby made to the Schedule 13D originally filed with the Securities and Exchange Commission on February 20, 2003 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended and supplemented as follows: Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- On March 10, 2003, the transactions contemplated by the Financing Purchase Agreement and the Warrant Repricing Agreement were consummated and the Voting Agreement terminated in accordance with its terms. Accordingly, DPEP and the Other Shareholders may no longer be considered a Group and DPEP may no longer be deemed to beneficially own the Other Shareholders Securities. Item 5. Interest in Securities of the Issuer. ------------------------------------ The following information is based on a total of 51,352,155 shares of Common Stock outstanding as of February 11, 2003, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed on February 21, 2003, as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Act. (a) DPEP beneficially owns 2,127,620 Shares of Common stock, or 4.1% of the Common Stock outstanding. DPEA, as the sole general partner of DPEP, may be deemed to beneficially own the securities owned by DPEP. Nicole Vitullo and DA, as the managing members of DPEA, may be deemed to beneficially own the securities owned by DPEP. The individual managing members of DA may also be deemed to beneficially own the securities owned by DPEP. (b) DPEP has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 2,127,620 shares of Common Stock (including shares to be issued upon the conversion of preferred stock and the exercise of warrants). (c) Except as set forth in Item 3 above, none of the entities or individuals identified in Item 2 above has effected any transactions in the Common Stock in the 60 days prior to the date of this statement. CUSIP No. 038505103 Page 5 of 6 Pages (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Common Stock beneficially owned by DPEP. (e) DPEP ceased to be the beneficial owner of more than five percent of the Common Stock on March 10, 2003. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. ----------------------------------- On March 10, 2003, the transactions contemplated by the Financing Purchase Agreement and the Warrant Repricing Agreement were consummated and the Voting Agreement was terminated in accordance with its terms. CUSIP No. 038505103 Page 6 of 6 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. Dated: March 17, 2003 DOMAIN PUBLIC EQUITY PARTNERS, L.P. By: Domain Public Equity Associates, L.L.C., General Partner By: Domain Associates, L.L.C. By /s/ Kathleen K. Schoemaker ---------------------------------- Managing Member -----END PRIVACY-ENHANCED MESSAGE-----