424B7 1 prossupp5.htm PROSPECTUS SUPPLEMENT 5 TO PROSPECTUS DATED APRIL 14, 2006 prossupp5.htm
 


 

PROSPECTUS SUPPLEMENT NO  5
Filed Pursuant to Rule 424(b)(7)
(To Prospectus dated April 14, 2006)
 Registration No 333-132803


COLUMBIA LABORATORIES, INC.
 
9,285,261 Shares of Common Stock
_____________________________________
 
The following information supplements information contained in the prospectus dated April 14, 2006, relating to the resale by selling stockholders of shares of our common stock, including shares of our common stock that are issuable upon exercise of outstanding warrants held by such selling stockholders.  This prospectus supplement should be read in conjunction with the prospectus, and is qualified by reference to the prospectus, except to the extent that the information presented herein supersedes the information contained in the prospectus.  This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the prospectus, including any amendments or supplements thereto.
 
Our common stock is listed on the Nasdaq Global Market under the symbol “CBRX”.
 
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 2 OF THE PROSPECTUS AND IN OUR ANNUAL REPORT ON FORM 10-K AND OUR QUARTERLY REPORTS ON FORM 10-Q THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________________________
 
The date of this prospectus supplement is January 3, 2008.
 




 



 
 
SELLING STOCKHOLDERS
 
Effective as of December 21, 2007, Matterhorn Offshore Fund Limited, a named selling stockholder in the prospectus, transferred the shares and warrant held by it to Knott Partners Offshore Master Fund, L.P. Accordingly, the shares and the warrant exercisable for shares of common stock previously held by Matterhorn Offshore Fund Limited are now owned of record by Knott Partners Offshore Master Fund, L.P.
 
The table below amends the table of stockholders beginning on page 11 of the prospectus by deleting the line relating to Matterhorn Offshore Fund Limited and adding the line relating to Knott Partners Offshore Master Fund, L.P., in order to reflect this transaction.  We received this information from the selling stockholder.  In addition, the selling stockholder identified below may have acquired, sold, transferred or otherwise disposed of all or a portion of its securities since the date on which it provided the information regarding its securities.
 
Selling Stockholder
Number of Shares of Common Stock  Beneficially Owned Prior to this Offering
Maximum Number of Shares
of Common Stock
Being Sold in
this Offering
Number of Shares of Common Stock Beneficially
Owned After
this Offering (1)
 
Number
Percent(2)
 
Number
Percent(2)
           
Knott Partners Offshore Master Fund, L.P.
2,747,098(3)
5.6%
1,011,061
1,736,037
3.5%
 

 
(1)
Assumes the maximum number of shares registered under the registration statement of which the prospectus, as supplemented by this prospectus supplement, forms a part, is sold.
(2)
The percentage of shares beneficially owned is based on 49,266,382 shares issued and outstanding as of March 17, 2006, determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which a selling stockholder has sole or shared voting power or investment power and also any shares which that selling stockholder has the right to acquire within 60 days of March 17, 2006 through the exercise of any stock option or other rights. Notwithstanding the foregoing, the shares of common stock underlying the warrants held by each selling stockholder are treated as being beneficially owned by them, although the warrants were not exercisable until September 9, 2006.
(3)
Includes 202,212 shares that may be acquired after September 9, 2006 upon the exercise of the warrants and 1,454,618 shares of common stock that may be acquired through the exercise or conversion of other securities within 60 days of December 21, 2007.