0001104659-11-066126.txt : 20111123 0001104659-11-066126.hdr.sgml : 20111123 20111123163147 ACCESSION NUMBER: 0001104659-11-066126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111123 DATE AS OF CHANGE: 20111123 GROUP MEMBERS: DORSET MANAGEMENT CORP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D/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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40470 FILM NUMBER: 111225627 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 13D/A 1 a11-30460_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

Columbia Laboratories, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

197779101

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorsett Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

 

With a copy to:

 

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

(212) 818-9200

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

 

November 22, 2011

(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 §13d-7 (b) 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).

 


 


 

CUSIP No.   197779101

13D

 

 

 

1

Name 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

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
shares of Common Stock

6,751,695

 

8

Shared Voting Power
shares of Common Stock

42,766

 

9

Sole Dispositive Power
shares of Common Stock

6,793,861

 

10

Shared Dispositive Power
shares of Common Stock

600

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

6,794,461

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.6%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   197779101

13D

 

 

 

1

Name 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

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
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
shares of Common Stock

6,660,885

 

8

Shared Voting Power
shares of Common Stock

42,166

 

9

Sole Dispositive Power
shares of Common Stock

6,703,051

 

10

Shared Dispositive Power
shares of Common Stock

0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
shares of Common Stock

6,703,051

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.5%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3



 

SCHEDULE 13D

 

Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D filed on July 16, 1998 (the “Schedule 13D”).

 

Item 1.

Security and Issuer.

 

 

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to reflect the Reporting Persons’s election, on November 22, 2011, to convert an aggregate of 1,260 shares of Convertible Preferred stock, Series E held in managed accounts for an aggregate of 63,000 shares of the Company’s Common Stock.  This statement also reflects the change in beneficial ownership of the Reporting Persons as the result of the retirement of Campbell as a senior analyst of DMC and his withdrawal as a member of KPM.  The change in the beneficial ownership percentages reported on this Schedule also reflect changes in the number of shares of Common Stock outstanding since the most recent previously filed Schedule 13D for the Reporting Persons.

 

 

Item 2.

Identity and Background.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Item 4.

Purpose of Transaction.

 

 

This Item is being amended solely to add the following paragraph after the first paragraph:

 

 

The Common Stock beneficially owned by the Reporting Persons was acquired solely for investment purposes, and not with a view towards influencing any extraordinary corporate transaction, any change in the Company’s board of directors or management, or any other change in the Company’s business, corporate structure or capitalization. The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

This Item is being amended solely as follows:

 

 

 

(a)-(b)  David M. Knott and Dorset Management Corporation (“DMC”):  See Rows 7 through 11 on pages 2-3.

 

 

The 6,703,051shares of Common Stock reported as beneficially owned by DMC in Row 11 on page 3 are comprised of (i) 4,311,344 shares of Common Stock, (ii) 1,137,000 shares of Common Stock issuable upon the conversion the Preferred Shares and (iii) 1,254,707 shares of Common Stock issuable upon the exercise of the Warrants. The 6,794,461 shares of Common Stock reported as beneficially owned by David M. Knott in Row 11 on page 2 are comprised of the same securities described above, plus 91,410 shares of Common Stock.

 

4



 

(c)    Except as set forth in Item 1 above, during the past 60 days, the Reporting Persons have not beneficially acquired any Common Stock.

 

 

Item 6.

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

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

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.

 

 

November 23, 2011

 

Date

 

 

 

/s/David M. Knott

 

David M. Knott

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/David M. Knott

 

 

David M. Knott, President

 

6