-----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, V4oEsoe88uddp5SCr/Tq7comFzmpGuWGvpFNjPEpr944GtoHoiirMoog/beh607X JBwb1zL7teWmUITwCfeTgQ== 0000950133-03-000770.txt : 20030313 0000950133-03-000770.hdr.sgml : 20030313 20030313162956 ACCESSION NUMBER: 0000950133-03-000770 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030313 GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-A, L.P. GROUP MEMBERS: CAMDEN PARTNERS STRATEGIC FUND II-B, L.P. GROUP MEMBERS: DAVID L. WARNOCK GROUP MEMBERS: DONALD W. HUGHES GROUP MEMBERS: RICHARD M. BERKLEY GROUP MEMBERS: RICHARD M. JOHNSTON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC II LLC CENTRAL INDEX KEY: 0001160267 IRS NUMBER: 061589836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 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: 03602658 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 w84453sc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Aradigm Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

038505103

(Cusip Number)

Donald W. Hughes
Camden Partners Holdings, LLC
One South Street, Suite 2150
Baltimore, Maryland 21202

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (“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).

 

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Camden Partners Strategic II, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware Limited Liability Company
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
OO

2

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Camden Partners Strategic Fund II-A, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware Limited Partnership
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
PN

3

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Camden Partners Strategic Fund II-B, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware Limited Liability Company
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
PN

4

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Donald W. Hughes		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
IN

5

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Richard M. Johnston		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
IN

6

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
David L. Warnock		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
IN

7

 

             
CUSIP No. 038505103
  1. Name of Reporting Person:
Richard M. Berkeley		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8. Shared Voting Power:
2,540,631
9. Sole Dispositive Power:
10.Shared Dispositive Power:
2,540,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,540,631
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.94%
  14.Type of Reporting Person (See Instructions):
IN

8

 

Page 9 of 11

Item 1. Security and Issuer

     This Schedule 13D relates to the common stock, no par value (“Common Stock”), Series A Convertible Preferred Stock, no par value (“Preferred Stock”), Warrants (“Warrants”) and Series A Warrants (“Series A Warrants” and together with the Common Stock, Preferred Stock and Warrants, the “Securities”) of Aradigm Corporation, a California corporation (the “Company”), having its principal executive office at 3929 Point Eden Way, Hayward, California 94545.

Item 2. Identity and Background

     (a)  This Schedule 13D is being filed by Camden Partners Strategic II, LLC, a Delaware limited liability company (“CPS II”), Camden Partners Strategic Fund II-A, L.P., a Delaware limited partnership (“CPS Fund II-A”), Camden Partners Strategic Fund II-B, L.P., a Delaware limited partnership (“CPS Fund II-B”), and Messrs. Donald W. Hughes, Richard M. Johnston, David L. Warnock and Richard M. Berkeley (collectively, the “Managing Members”). CPS II is the general partner of each of CPS Fund II-A and CPS Fund II-B. Messrs. Hughes, Johnston, Warnock and Berkeley are the Managing Members of CPS II. CPS II, CPS Fund II-A, CPS Fund II-B and Messrs Hughes, Johnston, Warnock and Berkeley are sometimes referred to herein collectively, as the “Reporting Persons”). CPS Fund II-A and CPS Fund II-B are direct beneficial owners of Securities of the Company. CPS II may be deemed an indirect beneficial owner of Securities of the Company by virtue of it being the sole general partner of each of CPS Fund II-A and CPS Fund II-B, to the extent of its pecuniary interest in each of CPS Fund II-A and CPS Fund II-B. Each of Messrs. Hughes, Johnston, Warnock and Berkeley may be deemed to be an indirect beneficial owner of Securities of the Company by virtue of being a Managing Member of CPS II, to the extent of his indirect pecuniary interest in Securities of the Company beneficially owned by CPS Fund II-A and CPS Fund II-B.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The transactions pursuant to the Purchase Agreement dated February 10, 2003 and the Warrant Repricing Agreement dated as of February 10, 2003 (collectively, the transactions pursuant to the Purchase Agreement and the Repricing Agreement are hereafter referred to as the “Financing”) closed on March 10, 2003. Upon consummation of the Financing, the Voting Agreement dated as of February 10, 2003 (the “Voting Agreement”), to which CPS Fund II-A was a party, terminated effective March 10, 2003. Upon termination of the Voting Agreement, the Reporting Persons, directly or indirectly, may no longer be deemed to be a member of a “Group” with the other parties to the Voting Agreement and each of them specifically disclaims membership in any such “Group.” Upon termination of the Voting Agreement and consummation of the Financing, the Reporting Persons are direct or indirect beneficial owners of less than 5% of the Company’s outstanding Securities and are not subject to the reporting obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended. The Reporting Persons, direct and indirect, percentage ownership of the Company was calculated based on a denominator of 51,424,812 outstanding shares of Common Stock, which

 

 

Page 10 of 11

includes (i) 566,400 shares of Common Stock issuable upon conversion of Preferred Stock owned by CPS Fund II-A, (ii) 33,600 shares of Common Stock issuable upon conversion of Preferred Stock owned by CPS Fund II-B, (iii) 368,160 shares of Common Stock issuable upon exercise of Series A Warrants held by CPS Fund II-A, which are currently exercisable or will become exercisable within 60 days, (iv) 21,840 shares of Common Stock issuable upon exercise of Series A Warrants held by CPS Fund II-B, which are currently exercisable or will become exercisable within 60 days, (v) 268,860 shares of Common Stock issuable upon exercise of Warrants held by CPS Fund II-A, which are currently exercisable or will become exercisable within 60 days, and (vi) 15,949 shares of Common Stock issuable upon exercise of Warrants held by CPS Fund II-B, which are currently exercisable or will become exercisable within 60 days.

     Each of CPS II and each Managing Member disclaim all beneficial ownership of all Securities of the Company directly and indirectly beneficially owned by CPS Fund II-A and CPS Fund II-B, except for its or his pecuniary interest therein. Each of CPS Fund II-A and CPS Fund II-B disclaims beneficial ownership of Securities of the Company directly or indirectly beneficially owned by the other. Each of CPS II, CPS Fund II-A, CPS Fund II-B and each Managing Member disclaims it is a member of a “Group” for purposes of filing this Schedule 13D/A and for every other purpose.

Item 7. Material to Be Filed as Exhibits

     Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

     Exhibit 2 – Power of Attorney of David L. Warnock

     Exhibit 3 – Power of Attorney of Richard M. Johnston

     Exhibit 4 – Power of Attorney of Richard M. Berkeley

 

 

Page 11 of 11

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.

     March 12, 2003

Date

CAMDEN PARTNERS STRATEGIC II, LLC

BY: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

CAMDEN PARTNERS STRATEGIC FUND II-A, L.P.
  By:   CAMDEN PARTNERS STRATEGIC II, LLC, as sole General Partner

BY: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

CAMDEN PARTNERS STRATEGIC FUND II-B, L.P.
  By:   CAMDEN PARTNERS STRATEGIC II, LLC, as sole General Partner

BY: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

/S/ DONALD W. HUGHES

Donald W. Hughes
     
*    
Richard M. Johnston    
     
*    
David L. Warnock    
     
*    
Richard M. Berkeley    
         
*  By:   /S/ DONALD W. HUGHES    
   
   
    Donald W. Hughes, Attorney-in-Fact    

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Last update 12/05/02 EX-1 3 w84453exv1.htm AGREEMENT REGARDING FILING OF JOINT SCHEDULE 13D exv1

 

     
    EXHIBIT 1

AGREEMENT

     Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of securities of Aradigm Corporation.

     EXECUTED   this 12th day of March, 2003

CAMDEN PARTNERS STRATEGIC II, LLC

By: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

CAMDEN PARTNERS STRATEGIC FUND II-A, L.P.
      By: CAMDEN PARTNERS STRATEGIC II, LLC, as sole General Partner

By: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

CAMDEN PARTNERS STRATEGIC FUND II-B, L.P.
      By: CAMDEN PARTNERS STRATEGIC II, LLC, as sole General Partner

By: /S/ DONALD W. HUGHES

Signature

Donald W. Hughes, as Managing Member

Name/Title

/S/ DONALD W. HUGHES

Donald W. Hughes
     
*    
Richard M. Johnston    
*    
David L. Warnock    
*    
Richard M. Berkeley    
     
*  By:   /S/ DONALD W. HUGHES
   
    Donald W. Hughes, Attorney-in-Fact

  EX-2 4 w84453exv2.htm POWER OF ATTORNEY OF DAVID L. WARNOCK exv2

 

     
    EXHIBIT 2

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Donald W. Hughes, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as an officer, general partner or managing member of any corporation, partnership or limited liability company, pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the NASD, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable and appropriate, fully to all intents and purposes as he might and could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st day of February, 2003.

         
    /S/ DAVID L. WARNOCK    
   
   
    David L. Warnock    

  EX-3 5 w84453exv3.htm POWER OF ATTORNEY OF RICHARD M. JOHNSTON exv3

 

     
    EXHIBIT 3

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Donald W. Hughes, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as an officer, general partner or managing member of any corporation, partnership or limited liability company, pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the NASD, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable and appropriate, fully to all intents and purposes as he might and could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st day of February, 2003.

         
    /S/ RICHARD M. JOHNSTON    
   
   
    Richard M. Johnston    

  EX-4 6 w84453exv4.htm POWER OF ATTORNEY OF RICHARD M. BERKELEY exv4

 

     
    EXHIBIT 4

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Donald W. Hughes, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as an officer, general partner or managing member of any corporation, partnership or limited liability company, pursuant to Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the NASD, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable and appropriate, fully to all intents and purposes as he might and could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21st day of February, 2003.

         
    /S/ RICHARD M. BERKELEY    
   
   
    Richard M. Berkeley    

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