-----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, EXpuOjGihXSf910ml1LQsTX4RMBs7a7YZzFS5sM5prTUNSWv6ixME0fsNxg0k0FC wOX8rzQYVUqLUsbhKA1IvA== 0000950162-04-000108.txt : 20040206 0000950162-04-000108.hdr.sgml : 20040206 20040206171043 ACCESSION NUMBER: 0000950162-04-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021021 FILED AS OF DATE: 20040206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DOR BIOPHARMA INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 305-534-3383 MAIL ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 FORMER COMPANY: FORMER CONFORMED NAME: ENDOREX CORP DATE OF NAME CHANGE: 19960916 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN INTERNATIONAL SERVICES LTD CENTRAL INDEX KEY: 0001002782 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 04575148 BUSINESS ADDRESS: STREET 1: 102 JAMES COURT FLATTS STREET 2: SMITH PARISH FL 04 CITY: BERMUDA STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412929169 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN PHARMACEUTICAL INVESTMENTS LTD CENTRAL INDEX KEY: 0001279105 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 04575149 MAIL ADDRESS: STREET 1: 102 ST JAMES COURT CITY: FIETSS SMITH FL BERMUDA STATE: D0 ZIP: 9999999999 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 04575150 BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 BUSINESS PHONE: 35317094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE STREET 2: LINCOLN PLACE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 4 1 dorform4020604_ex.xml X0201 4 2002-10-21 0 0000812796 DOR BIOPHARMA INC DOR 0000737572 ELAN CORP PLC LINCOLN HOUSE LINCOLN PLACE DUBLIN 2 L2 IRELAND 0 0 1 0 0001002782 ELAN INTERNATIONAL SERVICES LTD 102 JAMES COURT FLATTS SMITH PARISH FL 04 BERMUDA D0 00000 0 0 1 0 0001279105 ELAN PHARMACEUTICAL INVESTMENTS LTD 102 ST. JAMES COURT FLATTS, SMITHS FL 04 D0 BERMUDA 0 0 1 0 Common Stock 2002-10-21 4 C 0 1245187 8.86 A 1552879 I I Common Stock 2002-12-12 4 J 0 500000 0 A 2052879 I I Series C Convertible Preferred Stock 8.86 2002-10-21 4 C 0 110323 D 1998-10-21 2002-10-21 Common Stock 1245187 0 I I Series B Convertible Preferred Stock 5.1078 2004-02-04 4 J 0 126567 A 1998-01-22 Common Stock 2497466 126567 I I These securities are or were beneficially owned indirectly by Elan Corporation, plc ("Elan") and by its direct wholly-owned subsidiary, Elan International Services, Ltd. ("EIS"), and directly by Elan Pharmaceutical Investments, Ltd., a wholly-owned subsidiary of Elan and EIS. These shares were issued in exchange for Common Stock of a joint venture company in connection with the termination of the joint venture by the Issuer and EIS. These securities are beneficially owned indirectly by Elan and directly by EIS. Includes 26,218 shares representing pay-in-kind dividends that were accrued but unpaid at time of conversion. Number of derivative securities includes 80,100 shares previously reported on a Form 3 and 46,467 shares representing, as of December 31, 2003, accrued but unpaid pay-in-kind dividends on the Issuer's Series B Convertible Preferred Stock. The Reporting Persons were informated by the Issuer on February 4, 2004 that, as a result of anti-dilution adjustments applicable to the Series B Preferred Stock, the conversion price has been adjusted to equal $5.1078. Such price is subject to further custo mary anti-dilution adjustments. The Series B Convertible Preferred stock accrues cumulative pay-in-kind dividends at an annual rate of 8.0%, payable annually on December 31. The Series B Convertible Preferred Stock is automatically convertible upon the earlier of (i) any time after January 22, 2003, if the Common Stock is traded on the Nasdaq National Market System or the Nasdaq Small Cap Market at a price higher thant $9.75 for at least 20 out of 30 consecutive trading days and (ii) the public offering by the Issuer of the Common stock at a price of at least $5.1078 (subject to adjustment) and with aggregate gross proceeds of at least $10 million. Includes shares issuable upon conversion of accrued but unpaid dividends as of February 5, 2004. Exhibit List - Exhibit 99 - Joint Filer Information /s/ Shane Cooke, CFO, ELAN CORPORATION, PLC 2004-02-06 EX-99 3 dorform4020604ex-99.txt JOINT FILER INFORMATION Exhibit 99 Joint Filer Information Name: Elan International Services, Ltd. Address: 102 St. James Court Flatts, Smiths FL 04 Bermuda Designated Filer: Elan Corporation, plc Issuer & Ticker Symbol: DOR BioPharma, Inc. Date of Earliest Transaction Required to be Reported: 10/21/02 Signature: /s/ Kevin Insley ------------------------------------------------ Name: Kevin Insley Title: President and Chief Financial Officer ELAN INTERNATIONAL SERVICES, LTD. Joint Filer Information Name: Elan Pharmaceutical Investments, Ltd. Address: 102 St. James Court Flatts, Smiths FL 04 Bermuda Designated Filer: Elan Corporation, plc Issuer & Ticker Symbol: DOR BioPharma, Inc. Date of Earliest Transaction Required to be Reported: 10/21/02 Signature: /s/ Kevin Insley ------------------------------------------------ Name: Kevin Insley Title: President and Chief Financial Officer ELAN PHARMACEUTICAL INVESTMENTS, LTD. -----END PRIVACY-ENHANCED MESSAGE-----