0001144204-13-064059.txt : 20131125 0001144204-13-064059.hdr.sgml : 20131125 20131125172925 ACCESSION NUMBER: 0001144204-13-064059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131125 DATE AS OF CHANGE: 20131125 GROUP MEMBERS: MERIDIAN VENTURE PARTNERS II, CO. GROUP MEMBERS: MERIDIAN VENTURE PARTNERS II, L.P. GROUP MEMBERS: ROBERT E. BROWN, JR. GROUP MEMBERS: THOMAS A. PENN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001023024 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 582301143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60689 FILM NUMBER: 131241902 BUSINESS ADDRESS: STREET 1: 210 MAIN STREET WEST CITY: BAUDETTE STATE: MN ZIP: 56623 BUSINESS PHONE: 2186343500 MAIL ADDRESS: STREET 1: 210 MAIN STREET WEST CITY: BAUDETTE STATE: MN ZIP: 56623 FORMER COMPANY: FORMER CONFORMED NAME: BIOSANTE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19991228 FORMER COMPANY: FORMER CONFORMED NAME: BEN ABRAHAM TECHNOLOGIES INC DATE OF NAME CHANGE: 19991027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meridian Venture Partners II GP, L.P. CENTRAL INDEX KEY: 0001580170 IRS NUMBER: 233030799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 130 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-254-2999 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 130 CITY: RADNOR STATE: PA ZIP: 19087 SC 13D/A 1 v361511_sc13da.htm FORM SC 13D/A

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, DC 20549  
     
  SCHEDULE 13D/A  
  (Amendment No. 2)  

 

Under the Securities Exchange Act of 1934

 

ANI Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

09065V203

(CUSIP Number)

 

Wayne C. Anderson

MVP Capital Partners

259 N. Radnor-Chester Road

Suite 130, Radnor, PA  19087

Tel:  (610) 254-2999

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

 

November 25, 2013

(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 Rule 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).

 

1
 

  

CUSIP No. 09065V203 13D

 

 
1. Name of Reporting Persons
Meridian Venture Partners II GP, L.P. (“GP”)
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  o
  (b)  x (1)
 
  SEC Use Only
 
4. Source of Funds (See Instructions)
OO
 
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, United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0 shares
 
8. Shared Voting Power
2,819,744 shares of Common Stock
 
9. Sole Dispositive Power
0 shares
 
10. Shared Dispositive Power
2,819,744 shares of Common Stock
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,744 shares of Common Stock
 
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
29.7%(2)
 
14. Type of Reporting Person (See Instructions)
PN

 


(1)   This statement on Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)   Percentage is based on 9,480,206 shares of Company common stock, par value $0.0001 per share, outstanding as of October 31, 2013.

 

2
 

 

 

 

CUSIP No. 09065V203

13D

 

 

 
1. Name of Reporting Persons
Meridian Venture Partners II, L.P. (“MVP II”),
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  o
  (b)  x (1)
 
3. SEC Use Only
 
4. Source of Funds (See Instructions)
OO
 
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
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0 Shares
 
8. Shared Voting Power
2,819,744 shares of Common Stock
 
9. Sole Dispositive Power
0 Shares
 
10. Shared Dispositive Power
2,819,744 shares of Common Stock
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,744 shares of Common Stock
 
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
29.7%(2)
 
14. Type of Reporting Person (See Instructions)
PN

 

 


(1)   This statement on Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)   Percentage is based on 9,480,206 shares of Company common stock, par value $0.0001 per share, outstanding as of October 31, 2013.

 

3
 

 

CUSIP No. 09065V203 13D  

 

 
1. Name of Reporting Persons
Meridian Venture Partners II, Co. (“MVP Corp.”)
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  o
  (b)  x (1)
 
3. SEC Use Only
 
4. Source of Funds (See Instructions)
OO
 
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
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0 shares
 
8. Shared Voting Power
2,819,744 shares of Common Stock
 
9. Sole Dispositive Power
0 shares
 
10. Shared Dispositive Power
2,819,744 shares of Common Stock
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,744 shares of Common Stock
 
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
29.7%(2)
 
14. Type of Reporting Person (See Instructions)
CO

  


(1)   This statement on Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)   Percentage is based on 9,480,206 shares of Company common stock, par value $0.0001 per share, outstanding as of October 31, 2013.

 

4
 

  

CUSIP No. 09065V203

13D

 

 
1. Name of Reporting Persons
Robert E. Brown, Jr.
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  o
  (b)  x (1)
 
3. SEC Use Only
 
4. Source of Funds (See Instructions)
OO
 
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
0 Shares
 
8. Shared Voting Power
2,819,744 shares of Common Stock
 
9. Sole Dispositive Power
0 Shares
 
10. Shared Dispositive Power
2,819,744 shares of Common Stock
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,744 shares of Common Stock
 
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
29.7%(2)
 
14. Type of Reporting Person (See Instructions)
IN

 


(1)   This statement on Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)   Percentage is based on 9,480,206 shares of Company common stock, par value $0.0001 per share, outstanding as of October 31, 2013.

 

5
 

  

CUSIP No. 09065V203 13D  

 

 
1. Name of Reporting Persons
Thomas A. Penn
 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)  o
  (b)  x (1)
 
3. SEC Use Only
 
4. Source of Funds (See Instructions)
OO
 
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
0 shares of Common Stock
 
8. Shared Voting Power
2,819,744 shares of Common Stock
 
9. Sole Dispositive Power
0 shares of Common Stock
 
10. Shared Dispositive Power
2,819,744 shares of Common Stock
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,744 shares of Common Stock
 
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
29.7%(2)
 
14. Type of Reporting Person (See Instructions)
IN

  


(1)   This statement on Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)   Percentage is based on 9,480,206 shares of Company common stock, par value $0.0001 per share, outstanding as of October 31, 2013.

 

6
 

 

Introductory Note: This Amendment No. 2 on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) is being filed on behalf of Meridian Venture Partners II GP, L.P., a limited partnership organized under the laws of the State of Delaware (“GP”), Meridian Venture Partners II, L.P., a limited partnership organized under the laws of State of Delaware (“MVP II”), Meridian Venture Partners II, Co., a Delaware corporation (“MVP Corp.”) and Messrs. Robert E. Brown, Jr. and Thomas A. Penn (collectively with GP, MVP II, and MVP Corp., the “Reporting Persons”) in respect of shares of common stock, $0.0001 par value per share (“Common Stock”), of ANI Pharmaceuticals, Inc.

 

Item 1. Security and Issuer.

 

This Amendment No. 2 on Schedule 13D (this “Schedule 13D”) relates to the Common Stock of ANI Pharmaceuticals, Inc. and amends and further supplements the Schedule 13D filed by the Reporting Persons on July 1, 2013 (the "Initial Schedule 13D") as amended by the Reporting Persons by Amendment No. 1 to schedule 13D filed on November 14, 2013 (the Initial Schedule 13D as so amended, the “Statement”).  The Reporting Persons are filing this Schedule 13D to report the cancellation by certain of the Reporting Persons of the agreement dated November 12, 2013 relating to proposed purchases of Common Stock. This cancellation was effective prior to the time any transactions were scheduled to occur under the trading plan. Except as expressly set forth herein, there have been no changes to the Statement. The Company’s principal executive offices are located at 210 Main Street West, Baudette, Minnesota 56623.

 

7
 

 

  

Item 4. Purpose of Transaction.

 

As disclosed in the Initial Schedule 13D, the Reporting Persons may take future action (either alone or with one or more third parties) with respect to their investment in the Company's Common Stock as deemed appropriate in light of circumstances existing at such time, including the purchase of additional shares of Common Stock either in brokerage transactions in the open market or in privately negotiated transactions. On November 12, 2013, certain of the Reporting Persons executed an agreement in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, providing for the purchase by Meridian Venture Partners II, L.P. of up to 50,000 shares of Common Stock of the Company subject to predetermined criteria (the “Plan”). On November 25, 2013, such Reporting Persons terminated the Plan. No purchases were or made pursuant to such Plan.

 

 

8
 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

November 25, 2013 Meridian Venture Partners II GP, L.P.
     
  BY: Meridian Venture Partners II, Co.
  ITS: GENERAL PARTNER
     
  By: /s/ Robert E. Brown, Jr.
    Robert E. Brown, Jr., President
     
     
November 25, 2013 Meridian Venture Partners II, L.P.
     
  BY: Meridian Venture Partners II GP, L.P.
  ITS: GENERAL PARTNER
     
    BY: Meridian Venture Partners II, Co.
    ITS: GENERAL PARTNER
     
  By: /s/ Robert E. Brown, Jr.
    Robert E. Brown, Jr., President
     
     
November 25, 2013 Meridian Venture Partners II, Co.
   
     
  By: /s/ Robert E. Brown, Jr.
    Robert E. Brown, Jr., President
     
     
November 25, 2013 ROBERT E. BROWN, JR.
     
  By: /s/ Robert E. Brown, Jr.
    Robert E. Brown, Jr.
     
     
November 25, 2013 THOMAS A. PENN
     
  By: /s/ Thomas A. Penn
    Thomas A. Penn

 

9