-----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, Wlcmg1StPjZ36sRKZ77rlHTs3pF/ITIMMooHXr9dCshji2tKXxFiIWUVR3unE76L jh56mRsgkP/Ae4XJhRdbyg== 0000950144-04-000049.txt : 20040106 0000950144-04-000049.hdr.sgml : 20040106 20040106085641 ACCESSION NUMBER: 0000950144-04-000049 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNDERWOOD WILLIAM H CENTRAL INDEX KEY: 0001212268 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1518 PORTSMOUTH DRIVE CITY: WILMINGTON STATE: NC ZIP: 28411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AAIPHARMA INC CENTRAL INDEX KEY: 0001013243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 042687849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47015 FILM NUMBER: 04507818 BUSINESS ADDRESS: STREET 1: 2320 SCIENTIFIC PARK DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 9102547000 MAIL ADDRESS: STREET 1: 2320 SCIENTIFIC PARK DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED ANALYTICAL INDUSTRIES INC DATE OF NAME CHANGE: 19960430 SC 13D 1 g86562sc13d.htm AAIPHARMA INC. - WILLIAM H. UNDERWOOD aaiPharma Inc. - William H. Underwood
 

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Initial Filing)

aaiPharma Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

00252W 10 4
(CUSIP Number)

Albert N. Cavagnaro
aaiPharma Inc.
1900 Eastwood Rd., Suite 5
Wilmington, North Carolina 28403
(910) 254-7000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 
December 30, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ¨

 

 

SCHEDULE 13D

     
 
CUSIP No. 00252W 10 4    
 
             
1.   NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
William H. Underwood
2.  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   ¨
(b)   ¨
 
not applicable
3.   SEC USE ONLY
 
4.   SOURCE OF FUNDS
 
OO		  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
 
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States 		 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON WITH		 7.   SOLE VOTING POWER
 
6,147,418		  
8.   SHARED VOTING POWER
 
0		  
9.   SOLE DISPOSITIVE POWER
 
6,147,418		  
10.   SHARED DISPOSITIVE POWER
 
0		  
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,147,418		  
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.1%		  
14.   TYPE OF REPORTING PERSON
 
IN 		 

 

Item 1.      Security and Issuer.

     This Statement on Schedule 13D (this “Statement”) relates to the Common Stock, $0.001 par value per share (“Common Stock”), of aaiPharma Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2320 Scientific Park Drive, Wilmington, North Carolina 28405.

Item 2.      Identity and Background.

     This Statement is filed by William H. Underwood, an individual resident of Wilmington, North Carolina. The address and the principal place of business of William H. Underwood is 2320 Scientific Park Drive, Wilmington, North Carolina 28405. The Reporting Person is currently employed as Executive Vice President and Director of the Issuer.

     The Reporting Person is a citizen of the United States. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.      Source and Amount of Funds or Other Consideration.

     On December 24, 2003, the Reporting Person acquired 489,822 of the shares of Common Stock reported as beneficially owned by him in a fiduciary capacity as trustee for The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust (the “Trust”) and therefore, did not pay any consideration for such shares. On December 30, 2003, the Reporting Person acquired 5,367,609 of the shares of Common Stock reported as beneficially owned by him in a fiduciary capacity as trustee for the Trust and therefore, did not pay any consideration for such shares. The Reporting Person owns 289,987 shares of Common Stock of the Issuer directly for his own account.

Item 4.      Purpose of Transaction.

     The Reporting Person acquired a total of 5,857,431 of the shares of Common Stock of the Issuer reported as beneficially owned by him in his capacity as trustee for the Trust. As trustee of the Trust, the Reporting Person may from time to time acquire or sell shares of Common Stock in open market transactions, consistent with the investment purposes of the settlors of the Trust. Furthermore, pursuant to The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust Agreement (the “Trust Agreement”) governing the operation of the Trust, the Reporting Person is obligated to distribute the balance of the Trust estate (other than a nominal amount) (including the shares of Common Stock described in this paragraph) to the settlors of the Trust, Frederick D. Sancilio and Barbara A. Sancilio, or the survivor of such settlors, on February 1st of each year. In addition, in the event of the death of both of the settlors

 

of the Trust, the Reporting Person is obligated by the Trust Agreement to distribute any principal and income in the Trust estate (including the shares of Common Stock described in this paragraph) to the last surviving settlor’s estate.

     With respect to shares of Common Stock held for his own account, the Reporting Person may from time to time acquire additional shares of Common Stock in open market transactions consistent with his investment purposes. Additionally, the Reporting Person may from time to time sell his shares of Common Stock in open market transactions to one or more purchasers, consistent with his investment purpose.

     The Reporting Person does not currently have plans, individually or as trustee of the Trust, to purchase additional shares of Common Stock or plans or proposals which relate to, or would result in (i) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries, (iii) the sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors, or to fill any existing vacancies on the board, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer’s business or corporate structure, (vii) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in any inter-dealer quotation system of a registered national securities association, (ix) a class of the Issuer’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (x) any action similar to any of those enumerated above.

Item 5.      Interest in Securities of the Issuer.

     (a)       The Reporting Person may be deemed to beneficially own 6,147,418 shares of Common Stock, or approximately 22.1 percent of the outstanding shares of Common Stock of the Issuer. These calculations of percentage ownership are based on 27,855,394 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

     (b)       The Reporting Person has sole power to vote or direct the vote of 6,147,418 shares of Common Stock, shared power to vote or direct the vote of 0 shares of Common Stock, sole power to dispose or direct the disposition of 6,147,418 shares of Common Stock, and shared power to dispose or direct the disposition of 0 shares of Common Stock.

     (c)       Other than the transactions that are the subject of this Form 13D, there have been no transactions effected by the Reporting Person within the past 60 days.

     (d)       The Reporting Person holds 5,857,431 shares of Common Stock in a fiduciary capacity as trustee for the Trust. The settlors of the Trust, Frederick D. Sancilio and Barbara A. Sancilio, have the right to receive dividends from, or proceeds from the sale of, such shares.

 

     (e)       Not applicable.

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

     Item 4 of this Statement is incorporated herein by reference. The Reporting Person holds 5,857,431 shares of Common Stock of the Issuer in his capacity as trustee for the Trust. The administration of the Trust estate is governed by the Trust Agreement. Pursuant to the Trust Agreement, the Reporting Person has the sole power to vote and dispose of the shares held in trust for the benefit of Frederick D. Sancilio and Barbara A. Sancilio, the settlors of the Trust, subject to the obligations of the Reporting Person to distribute the Trust estate as outlined in Item 4 of this Statement.

Item 7.      Material to be Filed as Exhibits.

     The following will be filed as exhibits hereto:

99.1   Power of Attorney of William H. Underwood dated December 19, 2002 (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed with the SEC by William H. Underwood on January 9, 2003).
 
99.2   The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust Agreement dated December 13, 2002 between William H. Underwood, as trustee, and Frederick D. Sancilio and Barbara A. Sancilio, as settlors (incorporated by reference to Exhibit 99.2 of the Schedule 13D filed with the SEC by William H. Underwood on January 9, 2003).

 

     Signatures.

     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: January 5, 2004        
 
 
 		   By:
  		  /s/ Albert N. Cavagnaro
William H. Underwood
 
 
 		    
  		  By:   Albert N. Cavagnaro, Attorney-in-Fact

 

EXHIBIT INDEX

     
EXHIBIT   TITLE
 
99.1   Power of Attorney of William H. Underwood dated December 19, 2002 (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed with the SEC by William H. Underwood on January 9, 2003)
 
99.2   The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust Agreement dated December 13, 2002 between William H. Underwood, as trustee, and Frederick D. Sancilio and Barbara A. Sancilio, as settlors (incorporated by reference to Exhibit 99.2 of the Schedule 13D filed with the SEC by William H. Underwood on January 9, 2003)

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