-----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, RwwTn6BcmOmT3akybe2QrhCfbqwU7cGjzAODUabh0vxFgswvgF3Zy7wsQskNJ5c7 yWe1z8tGEFixTAfzsBQcXw== 0001011438-11-000084.txt : 20110211 0001011438-11-000084.hdr.sgml : 20110211 20110211161301 ACCESSION NUMBER: 0001011438-11-000084 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: RICHARD C. PERRY 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: 11599181 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125834000 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 form_sc13ga-columbia.htm form_sc13ga-columbia.htm

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

SCHEDULE 13G

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

COLUMBIA LABORATORIES, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

197779101
(CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing
of this Statement)

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


[X]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
[   ]
 Rule 13d-1(d)

*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 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).

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 9

 
 

 

CUSIP NO.  197779101
Page 2 of 11 Pages


1.
Names of Reporting Persons

PERRY CORP


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[   ]

3.
SEC Use Only

4.
Citizenship or Place of Organization

NEW YORK

 
5.
Sole Voting Power
Number of
Shares
 
6,266,941
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
6,266,941
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

6,266,941

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


7.19%

12.
Type of Reporting Person (See Instructions)

IA, CO




 
 

 

CUSIP NO.  197779101
Page 3 of 11 Pages


1.
Names of Reporting Persons

RICHARD C. PERRY


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[   ]

3.
SEC Use Only

4.
Citizenship or Place of Organization

UNITED STATES

 
5.
Sole Voting Power
Number of
Shares
 
6,266,941
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
6,266,941
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

6,266,941

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

7.19%

12.
Type of Reporting Person (See Instructions)

IN, HC

 
 

 

CUSIP NO.  197779101
Page 4 of 11 Pages


Item 1(a).
Name of Issuer:
   
 
Columbia Laboratories, Inc. (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
354 Eisenhower Parkway
 
Livingston, New Jersey 070392
   
Item 2(a).
Name of Person Filing
   
 
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

i)  
Perry Corp.; and

ii)  
Richard C. Perry, in his capacities as the President and sole stockholder of Perry Corp. ("Mr. Perry”).

 
This statement relates to Shares (as defined herein) held for the accounts of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, New York, New York 10153.

Item 2(c).
Citizenship:

i)  
Perry Corp. is a New York corporation; and

ii)  
Mr. Perry is a citizen of the United States.


Item 2(d).
Title of Class of Securities:
 
 
Common Stock, par value $0.01 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
   
 
197779101

 
 

 

CUSIP NO.  197779101
Page 5 of 11 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  (e)  Perry Corp. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. 
   
 
(g)  Mr. Perry is a control person of Perry Corp.
   
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of Shares issuable upon conversion of certain preferred shares (the “Preferred Shares”) and exercise of warrants beneficially owned by the Reporting Persons (the “Warrants”).  These Shares consist of (i) 1,750,000 Shares issuable upon conversion of Preferred Shares beneficially owned by the Reporting Persons, and (ii) 4,516,941 Shares issuable upon exercise of Warrants (“Warrants”).
 
The Warrants were issued on December 22, 2006 and July 2, 2010 and the terms of such Warrants were previously disclosed in the Issuer’s Current Report on Form 8-K, filed December 26, 2006, and in the Issuer’s Current Report on Form 8-K, filed March 4, 2010, respectively.  The Warrants are subject to a conversion cap that precludes the holder thereof from exercising the 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 Shares outstanding.  The Warrants include the Original Warrants and Additional Warrants previously disclosed on the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 6, 2010.
 
As of the filing date of this Schedule 13G, each of the Reporting Persons may be deemed to be the beneficial owner of 4,773,134 Shares. This number consists of (i) 256,193 Shares, and (ii) 4,516,941 Shares issuable upon exercise of Warrants (“Warrants”). After the Date of Event but prior to the date of filing, the Reporting Persons converted 1,750,000 Preferred Shares beneficially owned by the Reporting Persons into 1,750,000 Shares.
   
Item 4(b).
Percent of Class:
   
 
As of the Date of Event, the number of Shares outstanding was 80,953,987 (based on the Issuer’s Quarterly Report on Form 10-Q/A, filed on December 29, 2010).  Assuming conversion of Preferred Shares beneficially owned by the Reporting Persons which convert into 1,750,000 Shares and exercise of the Warrants beneficially owned by the Reporting Persons which convert into 4,516,941 Shares, each of the Reporting Persons may be deemed as of the Date of Event to be the beneficial owner of 7.19% of the total number of Shares outstanding.
 
As of January 19, 2011, the number of Shares outstanding was 83,048,911 (based on the Issuer’s Form S-3/A, filed on January 21, 2011).  Assuming the exercise of the Warrants beneficially owned by the Reporting Persons which convert into 4,516,941 Shares, each of the Reporting Persons may be deemed as of the filing date of this Schedule 13G to be the beneficial owner of 5.45% of the total number of Shares outstanding.

 
 

 

CUSIP NO.  197779101
Page 6 of 11 Pages


   
   
   
Item 4(c).
Number of shares as to which such person has:
   

 
Perry Corp.
 
(i)
Sole power to vote or direct the vote
6,266,941
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
6,266,941
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Mr. Perry
 
(i)
Sole power to vote or direct the vote
6,266,941
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
6,266,941
 
(iv)
Shared power to dispose or to direct the disposition of
0


 
 

 

CUSIP NO.  197779101
Page 7 of 11 Pages


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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [   ].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
The limited partners of (or investors in) each of two or more private investment funds for which Perry Corp. acts as general partner and/or managing member of the general partner and/or investment adviser, have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
i)  Perry Corp. is the relevant entity for which Mr. Perry may be considered a control person.
   
 
ii)  Perry Corp. is an investment adviser registered under the Investment Advisers Act of 1940.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.


 
 

 

CUSIP NO.  197779101
Page 8 of 11 Pages


SIGNATURES

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




Date:  February 10, 2011
PERRY CORP.
 
By: Richard C. Perry, President
   
 
By:          /s/ Michael C. Neus
 
Michael C. Neus
 
Attorney-in-Fact

Date:  February 10, 2011
RICHARD C. PERRY
   
 
By:          /s/ Michael C. Neus
 
Michael C. Neus
 
Attorney-in-Fact
   
   



 

 
 

 

CUSIP NO.  197779101
Page 9 of 11 Pages


EXHIBIT INDEX
Page No.
A.
Joint Filing Agreement, dated as of February 10, 2011, by and among the Reporting Persons
 
9
 
B.
 
Power of Attorney, dated June 21, 2005
 
10



 
 

 

CUSIP NO.  197779101
Page 10 of 11 Pages



EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of Columbia Laboratories, Inc. dated as of February 10, 2011, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:  February 10, 2011
PERRY CORP.
 
 
   
 
Name:    /s/ Michael C. Neus*
 
By:         Richard C. Perry
 
Title:       President

Date:  February 10, 2011
RICHARD C. PERRY
   
 
By:         /s/ Michael C. Neus*
 
 
 
 
   
*By Michael C. Neus, attorney-in-fact
 
 

 
 

 

CUSIP NO.  197779101
Page 11 of 11 Pages


EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, RICHARD Perry, hereby make, constitute and appoint each of PAUL LEFF and MICHAEL NEUS acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity  or (b) in my capacity as an officer of, shareholder of or in other capacities with Perry Corp. ("Perry") and each of its affiliates or entities advised by me or Perry, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other d ocuments relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 21st day of June 2005.

/s/ Richard Perry
Richard Perry


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