-----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, OAm03AlhiXbuq3bhbnyrk/EZU8LxzVWnuSbR6DHDSH2LAQzPv66VUYM4vGp0HKzF GrcbPOkBgkKN3NwXnob8jQ== 0000932440-06-000541.txt : 20061129 0000932440-06-000541.hdr.sgml : 20061129 20061129165414 ACCESSION NUMBER: 0000932440-06-000541 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061122 FILED AS OF DATE: 20061129 DATE AS OF CHANGE: 20061129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holman Wayne George CENTRAL INDEX KEY: 0001357605 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 061245927 BUSINESS ADDRESS: BUSINESS PHONE: 212-756-1562 MAIL ADDRESS: STREET 1: 430 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1220 GLENMORE DRIVE CITY: APOPKA STATE: FL ZIP: 32712 BUSINESS PHONE: 407-880-2213 MAIL ADDRESS: STREET 1: 1220 GLENMORE DRIVE CITY: APOPKA STATE: FL ZIP: 32712 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ridgeback Capital Investments Ltd. CENTRAL INDEX KEY: 0001358916 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 061245929 BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-624-2567 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ridgeback Capital Management LLC CENTRAL INDEX KEY: 0001357610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12584 FILM NUMBER: 061245928 BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-756-1562 MAIL ADDRESS: STREET 1: 430 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2006-11-22 0 0000894158 SHEFFIELD PHARMACEUTICALS INC SFPH.OB 0001358916 Ridgeback Capital Investments Ltd. 430 PARK AVENUE 12TH FLOOR NEW YORK NY 10022 0 0 1 0 0001357610 Ridgeback Capital Management LLC 430 PARK AVENUE 12TH FLOOR NEW YORK NY 10022 0 0 1 0 0001357605 Holman Wayne George 430 PARK AVENUE 12TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 3713129 D Warrants (right to buy) .74 2006-11-22 2011-11-22 Common Stock 1856564 D Wayne Holman and Ridgeback Capital Management LLC ("RCM") do not own any securities directly. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held by Ridgeback Capital Investments Ltd. ("RCI"). Wayne Holman controls RCM. Both Wayne Holman and RCM disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary intereset therein. /s/ Bud Holman, Attorney-in-Fact 2006-11-29 EX-24 2 exhibit24-1_1149928.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, as of the date hereof, Bud Holman, his true and lawful attorney-in-fact with full power of substitution, resubstitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, including, but not limited to, the undersigned's individual capacity and the undersigned's capacity as a member of each of Ridgeback Capital Investments Ltd., a Cayman limited company ("RCI") and Ridgeback Capital Management LLC, a Delaware limited liability company ("RCM"), to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file: (i) beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Sheffield Pharmaceuticals, Inc. and (ii) all filings under or pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder, including but not limited to the filing of any Notification and Report Form required to be filed thereunder and any affidavits and notices or other documents required to be delivered in connection therewith, by the undersigned in his individual capacity and by each of RCI and RCM. In connection with the appointment of such attorney-in-fact, the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of such attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact's substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's or RCI's or RCM's responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934. Dated as of: November 29, 2006 /s/ Wayne Holman ----------------------------- Wayne Holman -----END PRIVACY-ENHANCED MESSAGE-----