-----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, FVZOS0uj47DKO8dvrV5rRO9sdC+CHyw3p/MYyIxzLRihVagvyVikgC9XqxbHCgCY KBpE17/NEL9aJBc1k4WMBA== 0001104659-07-011016.txt : 20070214 0001104659-07-011016.hdr.sgml : 20070214 20070214125515 ACCESSION NUMBER: 0001104659-07-011016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA LABORATORIES INC CENTRAL INDEX KEY: 0000821995 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592758596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40470 FILM NUMBER: 07617038 BUSINESS ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9739943999 MAIL ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 SC 13G/A 1 a07-4261_9sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)
(1)

 

Columbia Laboratories, Inc.

(Name of Issuer)

Common Stock $.01 Par Value

(Title of Class of Securities)

197779101

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(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 the disclosures provided in a prior cover page.

 

The information required in 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. 197779101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,654,338 (See Item 4)

 

6.

Shared Voting Power
582,430 (See Item 4)

 

7.

Sole Dispositive Power
4,897,658 (See Item 4)

 

8.

Shared Dispositive Power
339,110

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,236,768 (See Item 4)

 

 

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)
9.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2




 

CUSIP No. 197779101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorset Management Corporation

11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,618,418 (See Item 4)

 

6.

Shared Voting Power
581,831 (See Item 4)

 

7.

Sole Dispositive Power
4,861,738 (See Item 4)

 

8.

Shared Dispositive Power
338,510

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,200,248 (See Item 4)

 

 

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)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3




 

Item 1.

 

(a)

Name of Issuer
Columbia Laboratories, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
354 Eisenhower Parkway
Livingston, NJ 07039

 

Item 2.

 

(a)

Name of Person Filing
David M. Knott; Dorset Management Corporation

 

(b)

Address of Principal Business Office or, if none, Residence
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

 

(c)

Citizenship
David M. Knott - United States of America;
Dorset Management Corporation – New York

 

(d)

Title of Class of Securities
Common Stock $.01 Par Value

 

(e)

CUSIP Number
197779101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

David M. Knott and Dorset Management Corporation

See Rows 5 through 9 and 11 on the corresponding page for each reporting person.

 

The Common Stock reported on this Schedule 13G does not include 315,178 shares of Common Stock issuable upon the exercise of convertible subordinated promissory notes or 285,715 shares of Common Stock issuable upon the exercise of warrants held by the Reporting Persons.  Such convertible subordinated promissory notes and warrants held by the Reporting Persons are subject to a conversion cap that precludes the holder thereof from exercising such warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Common Stock outstanding.

 

The 5,200,248 shares of Common Stock reported as beneficially owned by Dorset Management Corporation in Row 9 on page 3 is comprised of (i) 2,502,360 shares of Common Stock, (ii) 637,203 shares of Common Stock issuable upon the exercise of convertible subordinated promissory notes of the issuer and (iii) 2,060,685 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock and the conversion of shares of Series C Convertible Preferred Stock of the issuer and Series E Convertible Preferred Stock of the issuer. The 5,236,768 shares of Common Stock reported as beneficially owned by David M. Knott in Row 9 on page 2 is comprised of the same securities described above, plus (i) 4,520 shares of Common Stock and (ii) 32,000 shares of Common Stock of the issuer issuable upon conversion of 112 shares of Series E Convertible Preferred Stock.

 

 

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   o.

 

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of the securities reported herein.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

N/A

 

Item 8.

Identification and Classification of Members of the Group

 

N/A

 

Item 9.

Notice of Dissolution of Group

 

N/A

 

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.

 

5




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.

 

February 13, 2007

 

Date

 

 

 

 

 

/s/ David M. Knott

 

David M. Knott

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/ David M. Knott

 

 

David M. Knott

 

6



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