-----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, K+UldSeHoSk96F6Lt9I0zi+SMA47v5JSL4E7qqlp+yteZTVnrrPH2DCwq+7RKKRw QAgarAdHWQ95bWZUltUSrQ== 0001068238-08-001006.txt : 20081216 0001068238-08-001006.hdr.sgml : 20081216 20081216164318 ACCESSION NUMBER: 0001068238-08-001006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 GROUP MEMBERS: SIGMA-TAU FINANZIARIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCICLONE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943116852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 081252740 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 BUSINESS PHONE: 650-358-3456 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA TAU FINANZIARIA SPA CENTRAL INDEX KEY: 0001092601 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: VIA SUDAFRICA 20 STREET 2: 00144 CITY: ROME ITALY FORMER COMPANY: FORMER CONFORMED NAME: SIGMA TAU FINANZIARIA DATE OF NAME CHANGE: 19990805 SC 13D 1 sch13d.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

SciClone Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

80862K104

(CUSIP Number)

 

Sigma-Tau Finanziaria S.p.A.

Corporate Legal Department

Attn:Fabio Amabile

Via Sudafrica, 20

Rome, Italy 00144

Tel. +39 06 54277176

 

With a copy to:

 

Howard L. Shecter, Esq.

Orrick, Herrington & Sutcliffe, LLP

666 Fifth Avenue

New York, NY 10103-0001

                                    212-506-5000                                    

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

                                December 11, 2008                                

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x

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.

(Page 1 of 26 Pages)

---------------

* 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.

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 2 of 26 Pages

 

 

 

1

Name of Reporting Person:

 

Paolo Cavazza

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: PF, AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                         [  ]

6

Citizenship or Place of Organization: Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

IN

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 3 of 26 Pages

 

 

1

Name of Reporting Person:

 

Claudio Cavazza

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: PF, AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                           [  ]

6

Citizenship or Place of Organization: Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

IN

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 4 of 26 Pages

 

 

 

1

Name of Reporting Person:

 

Sigma-Tau Finanziaria S.p.A.

 

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                          [  ]

6

Citizenship or Place of Organization: Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

CO

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 5 of 26 Pages

 

 

 

1

Name of Reporting Person:

 

Defiante Farmaceutica S.A.

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: WC, AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                          [  ]

6

Citizenship or Place of Organization: Portugal

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

CO

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 6 of 26 Pages

 

 

 

1

Name of Reporting Person:

 

Aptafin S.p.A.

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: WC, AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                           [  ]

6

Citizenship or Place of Organization: Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

CO

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 7 of 26 Pages

 

 

 

1

Name of Reporting Person:

 

Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA

 

2

Check the Appropriate Box if a Member of a Group                                  (a)          x
                                                                                                                            (b)          [  ]

3

SEC Use Only

4

Source of Funds: WC, AF

5

Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e)                                                                                                           [  ]

6

Citizenship or Place of Organization: Portugal

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

Sole Voting Power:

0

8

Shared Voting Power:

9,853,261

9

Sole Dispositive Power:

0

10

Shared Dispositive Power:

9,853,261

11

Aggregate Amount Beneficially Owned by Each Reporting Person:

9,853,261

12

Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)                                                                                            [  ]

13

Percent of Class Represented by Amount In Row 11:

21.3% (based on 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 6, 2008).

14

Type of Reporting Person:

CO

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 8 of 26 Pages

 

Item 1.                 Security and Issuer.

This Schedule 13D relates to the Common Stock, $0.001 par value per share (the "Common Stock"), of SciClone Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 950 Tower Lane, Suite 900, Foster City, California 94404.

Item 2.

Identity and Background.

(a) This statement is filed by Paolo Cavazza, Claudio Cavazza, Sigma-Tau Finanziaria S.p.A. ("Sigma-Tau"), Defiante Farmaceutica S.A. ("Defiante"), Aptafin S.p.A. ("Aptafin") and Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA ("Chaumiere") (Chaumiere, together with Aptafin, Defiante, Sigma-Tau, Claudio Cavazza and Paolo Cavazza are the "Reporting Persons".) The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference. Paolo Cavazza directly and indirectly owns 38% of Sigma-Tau. Claudio Cavazza directly and indirectly owns 57% of Sigma-Tau. Defiante is 58% directly owned by Sigma-Tau and 42% directly owned by Sigma-Tau's wholly-owned subsidiary Sigma Tau International S.A. Aptafin is 100% directly and indirectly owned by Paolo Cavazza. Chaumiere is 100% indirectly owned by Aptafin through its wholly-owned subsidiary SINAF S.A.

 

(b) The address of Paolo Cavazza is Via Tesserete 10, Lugano, Switzerland 6900. The business address of Claudio Cavazza is Via Pontina Km. 30,400-00040, Pomezia (Rome) Italy.  The business address of Sigma-Tau is Via Sudafrica 20, Rome, Italy 00144. The business address of Defiante is Rua dos Ferreiros 260, Funchal – Madeira (Portugal) 9000-082. The business address of Aptafin is Viale Shakespeare 47, Rome, Italy 00144. The business address of Chaumiere is 77 – 6° F Avenida Arriaga Edificio Forum P-9000 Funchal – Madeira (Portugal).

(c), (f) Paolo Cavazza is an Italian citizen. Paolo Cavazza's principal occupation is as an entrepreneur in the pharmaceutical business. Claudio Cavazza is an Italian citizen. Claudio Cavazza's principal occupation is as an entrepreneur in the pharmaceutical business. Claudio Cavazza is President of Sigma-Tau. Sigma-Tau is an Italian corporation. The principal business of Sigma-Tau is as a parent holding company whose principal assets consist of the common stock of its subsidiaries, forming a fully integrated pharmaceutical company operating in Europe, Asia, the United States and Africa. Defiante is a Portuguese corporation. The principal business of Defiante is as a commercial pharmaceutical company. Aptafin is an Italian corporation. The principal business of Aptafin is as a parent holding company whose principal assets consist of the common stock of various entities mainly in the pharmaceutical industry. Chaumiere is a Portuguese corporation. The principal business of Chaumiere is as a parent holding company whose principal assets consist of the common stock of various entities including, among other things, entities participating in the pharmaceutical industry.

The following information with respect to each executive officer and director of Sigma-Tau, Defiante, Aptafin and Chaumiere is set forth in Schedule A hereto: (i) name; (ii) business address; (iii) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted; and (iv) citizenship.

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 9 of 26 Pages

 

 

(d), (e) During the last five years, none of the Reporting Persons, or to the best knowledge of the Reporting Persons, any of the individuals set forth in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Paolo Cavazza used approximately $2,388,531 of personal funds to purchase 822,815 shares of Common Stock including through the exercise of put options and call options.

 

Claudio Cavazza used approximately $1,031,414 of personal funds to purchase 394,615 shares of Common Stock including through the exercise of put options and call options.

 

Defiante used approximately $23,238,577 of working capital to purchase 6,580,938 shares of Common Stock including through the exercise of put options and call options.

 

Aptafin used approximately $2,510,473 of working capital to purchase 765,841 shares of Common Stock including through the exercise of put options and call options.

 

Chaumiere used approximately $3,126,606 of working capital to purchase 1,289,052 shares of Common Stock including through the exercise of put options and call options.

 

Item 4.

Purpose of Transaction.

The Reporting Persons originally acquired the shares reported herein to make an equity investment in the Issuer. The Reporting Persons expect to review and evaluate their investment in the Issuer on an ongoing basis, and they may determine to change their investment intent with respect to the Issuer at any time and reserve their right to increase their holdings or to dispose of all or a portion of their holdings at any time or from time to time.

The Reporting Persons are considering the possibility of increasing their equity investment in the Issuer if arrangements for such an increase could be made with the approval of the Board of Directors of the Issuer. On December 11, 2008 representatives of the Reporting Persons met with representatives of the Issuer to discuss steps the Issuer might take to increase shareholder value. The representatives of the Reporting Persons also presented the possibility of the Reporting Persons making an additional equity investment in the Issuer in cooperation with the Issuer's Board of Directors and having designees of the Reporting Persons added to the Board of Directors of the Issuer. No agreement or understanding was reached regarding either of these matters.

The Reporting Persons have no definite plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The adoption of any plan or proposal relating to a transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D will depend upon overall market

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 10 of 26 Pages

 

 

and industry conditions, other investment opportunities available to the Reporting Persons, the Issuer's financial position and investment strategy, and the availability of the Issuer's shares at prices that would make the acquisition of additional shares desirable.

The Reporting Persons may take such action with respect to their investment in the Issuer as they deem appropriate including, without limitation, having discussions with other stockholders and engaging in discussions with and making suggestions to the Board and the management of the Issuer concerning changes to the capitalization, ownership structure, operations or Board composition of the Issuer.

Item 5.

Interest in Securities of the Company.

(a), (b) As of the close of business on November 4, 2008, the Reporting Persons beneficially own an aggregate of 9,853,261 shares of Common Stock of the Issuer, representing 21.3% of the Common Stock outstanding. Because they may be considered a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, the Reporting Persons may be deemed to beneficially own (i) the 822,815 shares directly owned by Paolo Cavazza, (ii) the 394,615 shares directly owned by Claudio Cavazza, (iii) the 6,580,938 shares directly owned by Defiante, (iv) the 765,841 shares directly owned by Aptafin and (iv) the 1,289,052 shares directly owned by Chaumiere. References to beneficial ownership are made herein solely with respect to U.S. securities laws.

Percentage interest calculations for the Reporting Persons are based upon the Issuer having 46,219,562 shares of Common Stock outstanding as of November 4, 2008, as reported by the Issuer in the Issuer's Form 10-Q for the quarterly period ended September 30, 2008 filed with the SEC on November 6, 2008.

References to voting power and dispositive power are made herein solely with respect to U.S. securities laws.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Paolo Cavazza may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Paolo Cavazza shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Paolo Cavazza has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Paolo Cavazza shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Claudio Cavazza may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Claudio Cavazza has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Claudio Cavazza shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Claudio Cavazza has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Claudio Cavazza shares the power to dispose or to direct the disposition is 9,853,261.

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 11 of 26 Pages

 

 

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Sigma-Tau may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Sigma-Tau has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Sigma-Tau shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Sigma-Tau has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Sigma-Tau shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Defiante may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Defiante has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Defiante shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Defiante has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Defiante shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Aptafin may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Aptafin has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Aptafin shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Aptafin has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Aptafin shares the power to dispose or to direct the disposition is 9,853,261.

Pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, Chaumiere may be deemed to be the beneficial owner of 9,853,261 shares of Common Stock of the Issuer, which constitutes approximately 21.3% of the Common Stock outstanding. The number of shares of Common Stock as to which Chaumiere has the sole power to vote or to direct the vote is zero. The number of shares of Common Stock as to which Chaumiere shares the power to vote or to direct the vote is 9,853,261. The number of shares of Common Stock as to which Chaumiere has the sole power to dispose or to direct the disposition is zero. The number of shares of Common Stock as to which Chaumiere shares the power to dispose or to direct the disposition is 9,853,261.

To the best knowledge of the Reporting Persons, none of the executive officers or directors listed on Schedule A hereto, except for those who are Reporting Persons, own any Common Stock directly. By virtue of their position as executive officers or directors of Sigma-Tau, Defiante, Aptafin or Chaumiere, the persons listed on Schedule A may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock beneficially owned by Reporting Persons. The persons listed on Schedule A, except for those who are Reporting Persons, disclaim beneficial ownership of the Common Stock beneficially owned by Reporting Persons.

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 12 of 26 Pages

 

 

(c) No transactions involving the Common Stock of the Issuer were effected during the past sixty days by any of the Reporting Persons.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock directly beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

As permitted in the Rights Agreement dated as of December 19, 2006 between the Issuer and Mellon Investor Services LLC (the "Rights Agreement", on September 10, 2007 the Issuer's Board of Directors approved a potential increase in the number of shares of the Issuer's Common Stock beneficially owned by Sigma-Tau, together with all of its Affiliates and Associates (each as defined in the Rights Agreement), so long as (i) Sigma-Tau, its Affiliates or Associates, become the beneficial owners of such additional shares on or before September 10, 2008, and (ii) such increase does not exceed 5,000,000 shares above the number of shares already beneficially owned by Sigma-Tau and its Affiliates and Associates as of September 10, 2007 (a "Sigma-Tau Ownership Increase").  If the Board of the Issuer had not provided such prior approval of a Sigma-Tau Ownership Increase, then the date of the occurrence of any increase in beneficial ownership by Sigma-Tau, its Affiliates or Associates, if any, would constitute a Distribution Date (as defined in the Rights Agreement) and would trigger certain events under the Rights Agreement, including without limitation the exercisability of the Rights (as defined in the Rights Agreement); however, because the Board has provided such prior approval, such events will not be triggered under the Rights Agreement in the event of a Sigma-Tau Ownership Increase.  On September 14, 2007, the Issuer filed a press release with the U.S. Securities and Exchange Commission under the cover of a Form 8-K to announce this material modification to the rights of security holders. The Issuer's Form 8-K is incorporated herein by reference.

Pursuant to a Common Stock Purchase Agreement between the Issuer and Sigma-Tau Finance S.A. dated March 3, 2000 ("Purchase Agreement"), the Issuer agreed with Sigma-Tau Finance S.A. that upon receiving marketing approval from either (i) the European Agency for the Evaluation of Medicinal Products (EMEA) or (ii) rapportear country in certain territories for the marketing and sale of the Issuer's pharmaceutical product ZADAXIN for the treatment of hepatitis C (the "Approval Date"), the Issuer shall issue and sell to Sigma-Tau Finance S.A. shares of the Issuer's Common Stock for an aggregate consideration of $5,000,000 at a per share price equal to a 20% premium over the average of the closing sale price of the Issuer's Common Stock as quoted on the NASDAQ Stock Market for the 30 trading days prior to the Approval Date.  On November 8, 2002 Sigma-Tau Finance International S.A. (formerly Sigma-Tau Finance S.A.) was merged into Sigma Tau International S.A., an affiliate of Defiante and Sigma-Tau. The Approval Date has not occurred.

Pursuant to Common Stock Purchase Agreements between the Issuer, Defiante and Aptafin dated January 21, 2003, the Issuer agreed to issue and sell to Defiante and Aptafin shares of the Issuer's Common Stock for an aggregate consideration of $1,800,000 at a per

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 13 of 26 Pages

 

 

share price equal to the average of the closing sale price as quoted on the NASDAQ Stock Market for the four (4) trading days through and including the Closing Date of January 24, 2003.

To the best knowledge of the Reporting Person there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7.

Material to be filed as Exhibits.

Exhibit 1

Joint Filing Agreement, by and among the Reporting Persons, dated as of December 16, 2008

Exhibit 2

Common Stock Purchase Agreement dated March 3, 2000*

Exhibit 3

Common Stock Purchase Agreement dated January 21, 2003†

Exhibit 4

Rights Agreement dated December 19, 2006‡

Exhibit 5

Material Modification to Rights of Security Holders dated September 10, 2007§

Exhibit 6

Power of Attorney dated March 14, 2005 by Paolo Cavazza**

Exhibit 7

Power of Attorney dated March 14, 2005 by Claudio Cavazza††

Exhibit 8

Power of Attorney dated March 14, 2005 by Defiante‡‡

Exhibit 9

Power of Attorney dated March 14, 2005 by Aptafin

Exhibit 10

Power of Attorney dated March 15, 2005 by Chaumiere

Exhibit 11

Power of Attorney dated December 11, 2008 by Sigma-Tau

_________________________

Incorporated by reference from Exhibit 1 to Schedule 13D, filed with the U.S. Securities and Exchange Commission by Paolo Cavazza on November 23, 2007.

†  Incorporated by reference from Exhibit 10.26 to Form 10-K, filed with the U.S. Securities and Exchange Commission by SciClone Pharmaceuticals, Inc. on March 26, 2003.

  Incorporated by reference from Exhibit 4.1 to Form 8-K, filed with the U.S. Securities and Exchange Commission by SciClone Pharmaceuticals, Inc. on December 22, 2006.

§  Incorporated by reference from Form 8-K, filed with the U.S. Securities and Exchange Commission by SciClone Pharmaceuticals, Inc. on September 14, 2007.

**  Incorporated by reference from Exhibit 24 to Form 4, filed with the U.S. Securities and Exchange Commission by Paolo Cavazza on March 31, 2005.

††  Incorporated by reference from Exhibit 24 to Form 4, filed with the U.S. Securities and Exchange Commission by Claudio Cavazza on April 1, 2005.

‡‡  Incorporated by reference from Exhibit A to Schedule 13G, filed with the U.S. Securities and Exchange Commission by Defiante on March 31, 2005.

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 14 of 26 Pages

 

 

 

[Signature pages to follow]

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 15 of 26 Pages

 

 

SIGNATURES

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

December 16, 2008

 

 

PAOLO CAVAZZA

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact

 

 

CLAUDIO CAVAZZA

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact

 

 

SIGMA-TAU FINANZIARIA S.P.A.

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact

 

 

DEFIANTE FARMACEUTICA S.A.

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 16 of 26 Pages

 

 

 

APTAFIN S.P.A.

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact and Managing Director

 

 

CHAUMIERE-CONSULTADORIA E SERVICOS, SOCIEDADE UNIPESSOAL, LDA

 

By: /s/ Maurizio Terenzi          

Name: Maurizio Terenzi

Title: Attorney-in-fact

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 17 of 26 Pages

 

 

Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS  

 

Sigma-Tau Finanziaria S.p.A  

 

NAME and TITLE

POSITION

TITLE and BUSINESS ADDRESS

CITIZENSHIP

 

Claudio Cavazza

 

 

President

Pharmaceutical Industry Entrepreneur

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Ugo Di Francesco

 

Vice President and Chief
Executive Officer

Executive

Sigma-Tau Finanziaria SpA

via Sudafrica, 20,

00144 Rome, Italy

 

Italian

 

Marco Codella

 

Managing Director

Executive

Sigma-Tau Industrie Farmaceutiche Riunite SpA

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Mauro Bove

 

Managing Director

Executive

Sigma-Tau Finanziaria SpA

via Sudafrica, 20,

00144 Rome, Italy

 

Italian

 

Stefano Marino

 

Managing Director

Executive

Sigma-Tau Industrie Farmaceutiche Riunite SpA 

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Trevor M. Jones CBA

 

Director

Professor 

Woodhyrst House

18 Friths Drive

REIGATE Surrey

Great Britain

 

British

 

Emilio Plat�

 

Director

Business Consultant

Sigma-Tau Finanziaria SpA

Via Finocchiaro Aprile n.5,

Varese (Italy)

 

Italian

 

Mario Artali

 

Director

Deputy Chairman

Banca Popolare di Milano

Piazza F. Meda 4,

20121 Milano , Italy

 

Italian

 

Enrico Cavazza

 

Director

Executive

Sigma-Tau Industrie Farmaceutiche Riunite SpA 

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Marco Cerrina Feroni

 

Director

Executive

Intesa Sanpaolo SpA

Piazza Paolo Ferrari 10

20121 Milano, Italy

 

Italian

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 18 of 26 Pages

 

 

Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS  

 

Defiante Farmaceutica S.A.

 

NAME

POSITION

TITLE and BUSINESS ADDRESS

CITIZENSHIP

 

Massimo Mineo

 

Director

Executive

Sigma-Tau Industrie Farmaceutiche Riunite SpA 

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Raffaele Sanguigni

 

Director - President

Executive

Sigma-Tau Industrie Farmaceutiche Riunite SpA 

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Paulo Alexandre da Mota Viegas

 

Director

General Manager

Defiante Farmaceutica SA

Rua da Alfândega, n. 78

Funchal – Madeira (Portugal)

9000-059

 

Portuguese

 

Pedro Moreira da Cruz Quintas

 

Director

Attorney

QJF Sociedade de Advogados

Rua dos Ferreiros, 260

Funchal – Madeira (Portugal) 9000-082

 

Portuguese

 

Carla Emanuel Arruda Jardim Fernandes

 

Director

Attorney

QJF Sociedade de Advogados

Rua dos Ferreiros, 260

Funchal – Madeira (Portugal) 9000-082

 

Portuguese

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 19 of 26 Pages

 

 

Schedule A  

 

EXECUTIVE OFFICERS AND DIRECTORS  

 

Aptafin S.p.A.  

 

NAME

POSITION

TITLE and BUSINESS ADDRESS

CITIZENSHIP

 

Cristina Cavazza

 

President

Journalist

Via Andrea Maria

Ampère 97

20131 Milano - (Italy)

 

Italian

 

Maurizio Terenzi

 

Managing Director

Executive

Sigma-Tau Finanziaria SpA

via Sudafrica, 20,

00144 Rome, Italy

 

Italian

 

Antonio Nicolai

 

Director

Consultant

Prassis Istituto di Ricerche Sigma Tau SpA

via Pontina Km. 30,400 –

00040, Pomezia (Rome) Italy

 

Italian

 

Emanuela Cavazza

 

Director

Actress  

Viale dell'Umanesimo 178 –

00144 Rome (Italy)

 

Italian

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 20 of 26 Pages

 

 

Schedule A

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Chaumiere-Consultadoria e Servicos, Sociedade Unipessoal, LdA

 

NAME

POSITION

TITLE and BUSINESS ADDRESS

CITIZENSHIP

Roberto Carlos de

Castro Abreu

Director

Business Consultant

Avenida da República, 32, 4.º Esquerdo,
1050-193 Lisboa, Portugal

Portuguese

Joâo Josè de Freitas

Rodrigues

Director

Business Consultant

Avenida da República, 32, 4.º Esquerdo,
1050-193 Lisboa, Portugal

Portuguese

 

 

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 21 of 26 Pages

 

 

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.001 par value per share, of SciClone Pharmaceuticals, Inc., and that this Agreement be included as an Exhibit to such joint filing. The undersigned acknowledge and agree that all subsequent amendments to Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained in Schedule 13D and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature pages to follow]

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 22 of 26 Pages

 

 

SIGNATURES

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 16th day of December, 2008.

 

 

PAOLO CAVAZZA

 

 

 

By: /s/ Maurizio Terenzi         

 

Name: Maurizio Terenzi
Title: Attorney-in-fact



 

CLAUDIO CAVAZZA

 

 

 

By: /s/ Maurizio Terenzi         

 

Name: Maurizio Terenzi

Title: Attorney-in-fact



 

SIGMA-TAU FINANZIARIA S.P.A.

 

 

 

By: /s/ Maurizio Terenzi         

 

Name: Maurizio Terenzi

Title: Attorney-in-fact



 

DEFIANTE FARMACEUTICA S.A.

 

 

 

By: /s/ Maurizio Terenzi         

 

Name: Maurizio Terenzi

Title: Attorney-in-fact





 

 

 
 

 

 

 

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 23 of 26 Pages

 

 

 

APTAFIN S.P.A.

 

 

 

By: /s/ Maurizio Terenzi         

 

Name:

Maurizio Terenzi

 

Title:

Attorney-in-fact and Managing
Director

 

 

 

 

 

CHAUMIERE-CONSULTADORIA E
 SERVICOS, SOCIEDADE UNIPESSOAL, LDA


 

 

By: /s/ Maurizio Terenzi         

Name: Maurizio Terenzi

Title: Attorney-in-fact

 
 

 

 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 24 of 26 Pages

 

 

Exhibit 9

 

POWER OF ATTORNEY

 

Each of the undersigned does hereby constitute and appoint each of Antonio Nicolai and Maurizio Terenzi, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of (i) the beneficial ownership of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and (ii) the disposition of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, including the filing of any Form 144 pursuant to the Securities Act.  Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities Act.

 

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 14th day of March, 2005.

 

 

APTAFIN S.P.A.

 

 

 

By:/s/ Piero Belletti             

Name: Piero Belletti

Title: Amministratore Delegato

 
 

 


SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 25 of 26 Pages

 

 

Exhibit 10

 

POWER OF ATTORNEY

 

Each of the undersigned does hereby constitute and appoint each of Antonio Nicolai and Maurizio Terenzi, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of (i) the beneficial ownership of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and (ii) the disposition of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, including the filing of any Form 144 pursuant to the Securities Act.  Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities Act.

 

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 15th day of March, 2005.

 

CHAUMIERE-CONSULTADORIA & SERVICOS SCD
UNIPESSOAL LDA

By: /s/ Roberto Carlos de Castro Abreu / Joâo Josè de Freitas Rodrigues            
       
Name: Roberto Carlos de Castro Abreu / Joâo Josè de Freitas Rodrigues
        Title:   Directors

 

SCHEDULE 13D

 

CUSIP NO. 80862K104

 

Page 26 of 26 Pages

 

Exhibit 11

 

POWER OF ATTORNEY

 

The undersigned does hereby constitute and appoint each of Mr. Antonio Nicolai and Mr. Maurizio Terenzi, with full power of substitution, as the true and lawful attorney-in-fact and agent of the undersigned, and authorizes and designates each of the foregoing attorneys-in-fact to sign on behalf of the undersigned, and to file filings and any amendments thereto, with the Securities and Exchange Commission, made by or on behalf of the undersigned in respect of (i) the beneficial ownership of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and (ii) the disposition of equity securities of SciClone Pharmaceuticals, Inc. held by the undersigned, directly, indirectly or beneficially, in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder, including the filing of any Form 144 pursuant to the Securities Act.  Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of each of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act or Rule 144 of the Securities Act.

 

This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of December, 2008.

 

 

SIGMA-TAU FINANZIARIA S.P.A.

 

 

 

By: /s/ Ugo Di Francesco                              

Name: Ugo Di Francesco

Title: Vice President & Chief Executive 
          Officer Corporate
 

 

 

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