-----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, TPUW2hhiMBmia2OjktWeBUIjgwhmjZys4ZjTxMWAclvfC2ml0WzP4rwqiuYXOy/6 xenyK/c+MeKsiZEKb61eiw== 0001192482-09-000123.txt : 20090522 0001192482-09-000123.hdr.sgml : 20090522 20090519165706 ACCESSION NUMBER: 0001192482-09-000123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090515 FILED AS OF DATE: 20090519 DATE AS OF CHANGE: 20090519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOF PARTNERS LLC CENTRAL INDEX KEY: 0001280952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840054 MAIL ADDRESS: STREET 1: 126 E 56TH ST 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIFE SCIENCES OPPORTUNITIES FUND INSTITTUTIONAL II LP CENTRAL INDEX KEY: 0001269417 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840055 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-3900 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GALE JAMES C CENTRAL INDEX KEY: 0001184312 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840051 MAIL ADDRESS: STREET 1: C/O SANDERS MORRIS HARRIS INC STREET 2: 126 E. 56TH ST 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Erony Joyce CENTRAL INDEX KEY: 0001459212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840050 MAIL ADDRESS: STREET 1: C/O IGI LABORATORIES, INC. STREET 2: 105 LINCOLN AVENUE CITY: BUENA STATE: NJ ZIP: 08310 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IGI INC CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WHEAT RD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: WHEAT ROAD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORRIS BENJAMIN T CENTRAL INDEX KEY: 0001214494 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840049 MAIL ADDRESS: STREET 1: C/O SANDERS HARRIS MORRIS INC STREET 2: 600 TRAVIS #3100 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMH CAPITAL INC. CENTRAL INDEX KEY: 0001053994 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840053 BUSINESS ADDRESS: STREET 1: 3100 CHASE TOWER CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132243100 MAIL ADDRESS: STREET 1: 600 TRAVIS, SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: SANDERS MORRIS HARRIS INC/FA DATE OF NAME CHANGE: 20000208 FORMER NAME: FORMER CONFORMED NAME: SANDERS MORRIS MUNDY INC /FA DATE OF NAME CHANGE: 19980129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIFE SCIENCES OPPORTUNITIES FUND II LP CENTRAL INDEX KEY: 0001269415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840056 BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-3900 MAIL ADDRESS: STREET 1: 126 E 56TH STREET STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDERS MORRIS HARRIS GROUP INC CENTRAL INDEX KEY: 0001071341 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 09840052 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7139934610 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: PINNACLE GLOBAL GROUP INC DATE OF NAME CHANGE: 19980930 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-05-15 0000352998 IGI INC IG 0001269415 LIFE SCIENCES OPPORTUNITIES FUND II LP CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK NY 10019 1 0 1 0 0001269417 LIFE SCIENCES OPPORTUNITIES FUND INSTITTUTIONAL II LP CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK NY 10019 1 0 1 0 0001280952 LOF PARTNERS LLC 600 TRAVIS, SUITE 5800 HOUSTON TX 77002 0 0 1 0 0001053994 SMH CAPITAL INC. 600 TRAVIS, SUITE 5800 HOUSTON TX 77002 0 0 1 0 0001071341 SANDERS MORRIS HARRIS GROUP INC 600 TRAVIS, SUITE 5800 HOUSTON TX 77002 0 0 1 0 0001184312 GALE JAMES C CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK NY 10019 1 0 1 0 0001459212 Erony Joyce CARNEGIE HALL TOWER 152 WEST 57TH STREET, 19TH FLOOR NEW YORK NY 10019 1 0 1 0 0001214494 MORRIS BENJAMIN T 600 TRAVIS, SUITE 5800 HOUSTON TX 77002 0 0 1 0 Series B-1 Convertible Preferred Stock 2009-05-15 4 C 0 681.935 A Common Stock 9979437 854.035 D Secured Convertible Promissory Note 6000.00 2009-05-15 4 C 0 4091610.35 0 D Series B-1 Convertible Preferred Stock 681.935 0 D Series B-1 Convertible Preferred Stock 2009-05-15 4 C 0 122.044 A Common Stock 1785922 152.844 D Secured Convertible Promissory Note 6000.00 2009-05-15 4 C 0 732264.15 0 D Series B-1 Convertible Preferred Stock 122.044 0 D Stock Option (Right to Buy) 1.02 2009-05-15 4 A 0 15000 0 A 2010-05-15 2019-05-15 Common Stock 15000 15000 D Each share of Series B-1 Convertible Preferred Stock (the "Series B-1 Preferred Stock") is convertible at any time into 14,634 shares of common stock at the holder's election, plus such number of shares of common stock as shall equal (x) the accrued and unpaid dividends on the Series B-1 Preferred Stock as of the date of conversion divided by (y) $0.41, and has no expiration date. Notwithstanding the foregoing, pursuant to the terms of the Certificate of Designation, the Series B-1 Preferred Stock will automatically convert into shares of common stock upon the earlier of the date that (i) the Closing Price (as defined in the Certificate of Designation) of the common stock shall have exceeded $1.20 for a period of twenty-five (25) consecutive trading days immediately preceding such date and (ii) (continued in Footnote 2) as determined by the affirmative vote or consent of the holders of at least a majority of the shares of the Series B-1 Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting. Quarterly dividends at the annual rate of 5% of the Original Issue Price, or $6,000 per share, on each outstanding share of Series B Preferred Stock shall accrue from day to day, whether or not earned or declared, commencing on the last day of the calendar quarter in which they would otherwise be declared. These securities are owned directly by Life Sciences Opportunities Fund (Institutional) II, L.P. and indirectly by Signet Healthcare Partners, LLC ("General Partner"), the general partner of Life Sciences Opportunities Fund (Institutional) II, L.P., James C. Gale, the chief investment officer, a manager and member of the General Partner, SMH Capital Inc. ("SMH Capital"), the controlling member of the General Partner, Sanders Morris Harris Group, Inc. ("SMHG"), the parent company of SMH Capital, Joyce Erony, a director of IGI Laboratories and a managing director of the General Partner and Ben T. Morris, a manager of the General Partner and Chief Executive Officer and a director of SMH Capital and SMHG. The General Partner, Mr. Gale, SMH Capital, SMHG, Ms. Erony and Mr. Morris disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. The number of securities disposed of represents the face value of the Note on May 15, 2009, including the principal amount of $4,056,601.32, plus $35,009.03 in accrued interest. On March 13, 2009, IGI Laboratories completed a private placement of Series B-1 Preferred Stock, secured convertible promissory notes (the "Notes") and warrants to purchase shares of Series B-2 Preferred Stock (the "Warrants") to Life Sciences Opportunities Fund (Institutional) II, L.P. and Life Sciences Opportunities Fund II, L.P., for an aggregate purchase price of $6,000,000 (the "Offering"). On May 15, 2009, IGI Laboratories held its 2009 Annual Meeting of Stockholders during which the stockholders of IGI Laboratories entitled to vote thereat approved the Offering (the "Stockholder Approval"). Effective immediately upon Stockholder Approval of the Offering, the Note converted into a total of 681.935 shares of Series B-1 Preferred Stock (676.1 shares in respect of the principal amount of Note plus 5.835 shares in respect of accrued interest thereon). The number of securities disposed of represents the face value of the Note on May 15, 2009, including the principal amount of $725,998.68, plus $6,265.47 in accrued interest. As mentioned above, on March 13, 2009, IGI Laboratories completed a private placement of Series B-1 Preferred Stock, Notes and Warrants to Life Sciences Opportunities Fund (Institutional) II, L.P. and Life Sciences Opportunities Fund II, L.P., for an aggregate purchase price of $6,000,000. Effective immediately upon Stockholder Approval of the Offering on May 15, 2009, the Note converted into a total of 122.044 shares of Series B-1 Preferred Stock (121 shares in respect of the principal amount of Note plus 1.044 shares in respect of accrued interest thereon). These securities are owned directly by Life Sciences Opportunities Fund II, L.P. and indirectly by the General Partner, Mr. Gale, SMH Capital, SMHG, Ms. Erony and Mr. Morris. The General Partner, Mr. Gale, SMH Capital, SMHG, Ms. Erony and Mr. Morris disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. Stock options to purchase shares of common stock granted to James C. Gale, individually. This is a joint filing by Life Sciences Opportunities Fund (Institutional) II, L.P., Life Sciences Opportunities Fund II, L.P., the General Partner, Mr. Gale, SMH Capital, SMHG, Ms. Erony and Mr. Morris. Life Sciences Opportunities Fund II, L.P. is the designated filer for Life Sciences Opportunities Fund II (Institutional), L.P., General Partner, Mr. Gale, SMH Capital, SMHG, Ms. Erony and Mr. Morris. The address of each filer is the same as the designated filer except SMH Capital, SMHG and Mr. Morris, which is 600 Travis, Suite 5800, Houston, Texas 77002. Life Sciences Opportunities Fund (Institutional) II, L.P. and Life Sciences Opportunities Fund II, L.P. also may be deemed a director by virtue of their right, as holders of all of the issued and outstanding shares of Series B-1 Preferred Stock, to appoint directors to IGI's board of directors. Ms. Erony and Mr. Gale currently serve as their representatives on IGI's board of directors. Life Sciences Opportunities Fund II, L.P., By: Signet Healthcare Partners, LLC, By: /s/ James C. Gale, Manager 2009-05-19 Life Sciences Opportunities Fund (Institutional) II, L.P., By: Signet Healthcare Partners, LLC, By: /s/ James C. Gale, Manager 2009-05-19 Signet Healthcare Partners, LLC, By: SMH Capital Inc., By: /s/ Ben T. Morris, Chief Executive Officer 2009-05-19 SMH Caiptal Inc., By: /s/ Ben T. Morris, Chief Executive Officer 2009-05-19 Sanders Morris Harris Group, Inc., By: /s/ Ben T. Morris, Chief Executive Officer 2009-05-19 /s/ James C. Gale 2009-05-19 /s/ Joyce Erony 2009-05-19 /s/ Ben T. Morris 2009-05-19 -----END PRIVACY-ENHANCED MESSAGE-----