SIGA TECHNOLOGIES INC — Major Shareholding Notification 2007

Dec 5, 2007

SC 13D/A 1 sc13da3.htm AMENDMENT NO. 3 sc13da3.htm Licensed to: Skadden Arps Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

SIGA Technologies, Inc.

(Name of issuer)

Common Stock, par value $0.0001 per share

(Title of class of securities)

826917-10-6

(CUSIP number)

Barry F. Schwartz

35 East 62nd Street

New York, New York 10021

(212) 572-8600

(Name, address and telephone number of person

authorized to receive notices and communications)

November 29, 2007

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 Rule 13d-7 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).

(Continued on following pages)

1

CUSIP No. 826917-10-6

| 1. | Name
of Reporting Person. I.R.S. Identification No. of above
person MacAndrews
& Forbes Holdings Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group | (a) o (b) o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds WC | |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) | o |
| 6. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
with | 7. | Sole
Voting Power 0 |
| | 8. | Shared
Voting Power 5,909,245 |
| | 9. | Sole
Dispositive Power 0 |
| | 10. | Shared
Dispositive Power 5,909,245 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,909,245 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares | o |
| 13. | Percent
of Class Represented by Amount in Row (11) 16.6% | |
| 14. | Type
of Reporting Person CO | |

2

CUSIP No. 826917-10-6

| 1. | Name
of Reporting Person. I.R.S. Identification No. of above
person MacAndrews
& Forbes Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group | (a) o (b) o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds WC | |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) | o |
| 6. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
with | 7. | Sole
Voting Power 0 |
| | 8. | Shared
Voting Power 5,909,245 |
| | 9. | Sole
Dispositive Power 0 |
| | 10. | Shared
Dispositive Power 5,909,245 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,909,245 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares | o |
| 13. | Percent
of Class Represented by Amount in Row (11) 16.6% | |
| 14. | Type
of Reporting Person CO | |

3

CUSIP No. 826917-10-6

| 1. | Name
of Reporting Person. I.R.S. Identification No. of above
person TransTech
Pharma, Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group | (a) o (b) o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds WC | |
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) | o |
| 6. | Citizenship
or Place of Organization Delaware | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
with | 7. | Sole
Voting Power 0 |
| | 8. | Shared
Voting Power 5,296,634 |
| | 9. | Sole
Dispositive Power 0 |
| | 10. | Shared
Dispositive Power 5,296,634 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,296,634 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares | o |
| 13. | Percent
of Class Represented by Amount in Row (11) 14.8% | |
| 14. | Type
of Reporting Person CO | |

4

This statement ("Amendment No. 3") amends and supplements the statement on Schedule 13D, dated August 13, 2003, as amended by Amendment No. 1 thereto dated October 14, 2003 and Amendment No. 2 thereto dated January 8, 2004 (as so amended, the “Schedule 13D”), filed with the Securities and Exchange Commission by MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.), a Delaware corporation ("Holdings"), and MacAndrews & Forbes Inc. (formerly known as MacAndrews & Forbes Holdings Inc.), a Delaware corporation ("MacAndrews & Forbes"), relating to the shares of common stock, par value $0.0001 per share ("Common Stock"), of SIGA Technologies, Inc., a Delaware corporation (the "Company"). This Amendment No. 3 is being filed by Holdings, MacAndrews & Forbes and TransTech Pharma, Inc., a Delaware corporation ("TransTech"), with respect to shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons. MacAndrews & Forbes is a holding company and a direct wholly owned subsidiary of Holdings. TransTech is a corporation in which Mr. Perelman has a direct ownership interest. Mr. Perelman may be deemed to beneficially own the securities deemed to be beneficially owned by TransTech. The Company has its principal executive offices at 420 Lexington Avenue, Suite 601, New York, New York 10170. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D unless otherwise defined herein.

Item 2. Identity and Background.

Item 2 is hereby amended by adding the following at the end thereof:

(a)-(c) A restated Schedule I, which includes the identity, business address and occupation or employment information for the directors of Holdings and the executive officers of each of the Reporting Persons, is attached hereto.

Each of the persons named on Schedule I (the “ Schedule I Persons” ) is a United States citizen. During the last five years, non e of the Reporting Persons or the Schedule I Persons has (i) been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respe c t to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The following is added to the response to Item 3:

As described in Item 5 below, on November 29, 2007, MacAndrews & Forbes acquired 288,474 shares of Common Stock for an aggregate purchase price of $1,047,161, which funds were obtained from cash on hand.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by adding the following at the end thereof:

Based upon information contained in the Quarterly Statement on Form 10-Q for the period ended September 30, 2007, there were 33,900,561 shares of Common Stock outstanding as of November 7, 2007. The Reporting Persons (other than TransTech) may be deemed to share beneficial ownership of 5,909,245 shares of Common Stock, representing approximately 16.6% of the Common Stock deemed to be outstanding (which includes certain shares of Common Stock deemed to be beneficially owned by the Reporting Persons (other than TransTech) but not outstanding). The Reporting Persons (other than TransTech) have shared power to vote and dispose of the shares of Common Stock that they own or would own upon exercise of the Warrants held by such Reporting Persons.

In addition, TransTech may be deemed to have beneficial ownership of 5,296,634 shares of Common Stock, representing approximately 14.8% of the Common Stock deemed to be outstanding (which includes certain shares of Common Stock deemed to be beneficially owned by TransTech but not outstanding). TransTech has sole power to vote and dispose of the shares of Common Stock that it owns or would own upon exercise of the TransTech Warrant.

5

Dr. Eric A. Rose, the Chief Executive Officer and Chairman of the Board of the Company and a Director of TransTech, beneficially owns 918,610 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Dr. Rose but not outstanding), representing approximately 2.6% of the Common Stock outstanding.

Donald G. Drapkin, a Director of TransTech, beneficially owns 1,818,326 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Drapkin but not outstanding), representing approximately 5.1% of the Common Stock outstanding.

Barry F. Schwartz, a Director of TransTech and the Executive Vice Chairman of Holdings and MacAndrews & Forbes, beneficially owns 52,966 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Schwartz but not outstanding), representing approximately 0.2% of the Common Stock outstanding.

Paul G. Savas, a Director of TransTech and the Executive Vice President and Chief Financial Officer of Holdings, beneficially owns 81,664 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Savas but not outstanding), representing approximately 0.2% of the Common Stock outstanding.

Dr. Adnan M. Mjalli, the President and Chief Executive Officer or TransTech, beneficially owns 55,000 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Mjalli but not outstanding), representing approximately 0.2% of the Common Stock outstanding.

(c) The following transactions were effected during the past sixty days by the persons named above:

On November 29, 2007, MacAndrews & Forbes acquired 288,474 shares of Common Stock for a purchase price of $3.63 per share in a privately-negotiated transaction.

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: December 6, 2007

MACANDREWS & FORBES HOLDINGS INC.

MACANDREWS & FORBES INC.

By:
Name:	Barry
F. Schwartz
Title:	Executive
Vice Chairman

TRANSTECH PHARMA, INC.

By:
Name:	Anne
L. Showalter
Title:	Senior
Vice President –
	Legal
Affairs and Secretary

7

AMENDED AND RESTATED SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS

OF MACANDREWS & FORBES HOLDINGS INC., MACANDREWS & FORBES INC. AND

TRANSTECH PHARMA, INC.

The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of MacAndrews & Forbes Holdings Inc., MacAndrews & Forbes Inc. and TransTech Pharma, Inc. are set forth below. If no business address is given for a director or officer of MacAndrews & Forbes Holdings Inc. or MacAndrews & Forbes Inc., the director's or officer's address is MacAndrews & Forbes Holdings Inc., 35 East 62nd Street, New York, New York 10021. If no business address is given for a director or officer of TransTech Pharma, Inc., the director's or officer's address is TransTech Pharma, Inc., 4170 Mendenhall Oaks Parkway, Suite 110, High Point, North Carolina 27265.

MACANDREWS & FORBES HOLDINGS INC.

| Name
and Position | |
| --- | --- |
| (if
different from | |
| Principal
Occupation | Present
Principal Occupation or |
| or
Employment) | Employment
and Address |
| Ronald
O. Perelman | Director,
Chairman and Chief Executive Officer of MacAndrews
& |
| | Forbes
Holdings Inc. |
| Barry
F. Schwartz | Director,
Executive Vice Chairman of MacAndrews & Forbes
Holdings Inc. |
| Paul
G. Savas | Executive
Vice President and Chief Financial Officer of |
| | MacAndrews
& Forbes Holdings Inc. |

8

MACANDREWS & FORBES INC.

| Name
and Position | |
| --- | --- |
| (if
different from | Present
Principal Occupation or |
| Principal
Employment) | Employment
and Address |
| Ronald
O. Perelman | Director,
Chairman and |
| Director,
Chairman and | Chief
Executive Officer of |
| Chief
Executive Officer | MacAndrews
& Forbes Holdings Inc. |
| Barry
F. Schwartz | Director,
Executive Vice Chairman |
| Executive
Vice Chairman | of
MacAndrews & Forbes Holdings
Inc. |

9

TRANSTECH PHARMA, INC.

| Name
and Position | |
| --- | --- |
| (if
different from | Present
Principal Occupation or |
| Principal
Employment) | Employment
and Address |
| Adnan
M. M. Mjalli, Ph.D. | Director,
President and Chief Executive Officer |
| Eric
Rose, M.D. | Valentine
Mott/Johnson and Johnson Professor and |
| Director | Chairman
of the Department of Surgery at Columbia |
| | University
and Surgeon-in-Chief of The Presbyterian |
| | Hospital |
| Donald
G. Drapkin | Vice
Chairman of Lazard International |
| Director | |
| Barry
F. Schwartz | Director,
Executive Vice Chairman of MacAndrews & |
| Director | Forbes
Holdings Inc. |
| Paul
G. Savas | Executive
Vice President and Chief Financial Officer of |
| Director | MacAndrews
& Forbes Holdings Inc. |
| Anne
L. Showalter | Senior
Vice President – Legal
Affairs and Secretary |
| Stephen
L. Holcomb | Senior
Vice President – Chief
Financial Officer and |
| | Treasurer |
| Stephen
J. Ireland | Senior
Vice President – Business
Development |

10