AI assistant
SOLIGENIX, INC. — Major Shareholding Notification 2008
Dec 3, 2008
35119_mrq_2008-12-03_efc7e74b-8c48-4511-a839-245999b17c5b.zip
Major Shareholding Notification
Open in viewerOpens in your device viewer
SC 13G 1 paolo13g_112608.htm PAOLO CAVAZZA/DOR BIOPHARM SCHEDULE 13G paolo13g_112608.htm Licensed to: Cahill Gordon & Reindel LLP Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DOR BioPharma, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
258094101
(CUSIP Number)
November 26, 2008
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Paolo
Cavazza | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Italy | |
| | 5. | Sole
Voting Power 1,190,770 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 17,022,767 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 1,190,770 |
| | 8. | Shared
Dispositive Power 17,022,767 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 18,213,537 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 15.4%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
-2-
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Claudio
Cavazza | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) (a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Italy | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 16,666,667 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 16,666,667 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 16,666,667 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 14.1%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) IN | |
-3-
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
Finanziaria S.p.A. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Italy | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 16,666,667 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 16,666,667 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 16,666,667 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 14.1%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
-4-
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
International S.A. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Luxembourg | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 16,666,667 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 16,666,667 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 16,666,667 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 14.1%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
-5-
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
America S.A. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Luxembourg | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 16,666,667 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 16,666,667 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 16,666,667 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 14.1%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
-6-
| 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Sigma-Tau
Pharmaceuticals, Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions)
(a) o (b) o | |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Nevada | |
| | 5. | Sole
Voting Power 0 |
| Number
of Shares Beneficially | 6. | Shared
Voting Power 16,666,667 |
| Owned
by Each Reporting Person
With: | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 16,666,667 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 16,666,667 | |
| 10. | Check
box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 14.1%
(based on 118,472,164 shares of common stock, equal to 101,805,497 shares
of common stock outstanding as of November 4, 2008, as reported in
the Issuer’s quarterly report on Form 10-Q for the quarterly period
ended September 30, 2008 filed with the Securities and Exchange
Commission on November 14, 2008 plus the 16,666,667 shares of common
stock issued by the Issuer pursuant to the transaction with Sigma-Tau
Pharmaceuticals, Inc. reported in the Issuer’s report on 8-K filed with
the Securities and Exchange Commission on December 1,
2008) | |
| 12. | Type
of Reporting Person (See Instructions) CO | |
-7-
Item 1(a). Name of Issuer:
DOR BioPharma, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1101 Brickell Avenue, Suite 701-S, Miami FL 33131
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
| (i) | Paolo
Cavazza |
| --- | --- |
| (ii) | Claudio
Cavazza |
| (iii) | Sigma-Tau
Finanziaria S.p.A. (“Sigma-Tau”) |
| (iv) | Sigma-Tau
International S.A. |
| (v) | Sigma-Tau
America S.A. |
| (vi) | Sigma-Tau
Pharmaceuticals, Inc. |
Item 2(b). Address of Principal Business Office:
| (i) |
|---|
| Paolo |
| Cavazza |
| Via |
| Tesserete 10 |
| Lugano, |
| Switzerland |
| (ii) |
| Claudio |
| Cavazza |
| Via |
| Sudafrica, 20 |
| Rome, |
| Italy 00144 |
| (iii) |
| Sigma-Tau |
| Via |
| Sudafrica, 20 |
| Rome, |
| Italy 00144 |
| (iv) |
| Sigma-Tau |
| International S.A. |
| 19-21 |
| Boulevard du Prince Henri |
| L-1724 |
| Luxembourg |
| (v) |
| Sigma-Tau |
| America S.A. |
| 19-21 |
| Boulevard du Prince Henri |
| L-1724 |
| Luxembourg |
-8-
| (vi) |
|---|
| Sigma-Tau |
| Pharmaceuticals, Inc. |
| 800 |
| South Frederick Avenue, Suite 300 |
| Gaithersburg, |
| Maryland 20877 |
| USA |
Item 2(c). Citizenship:
| (i) | Paolo
Cavazza is an Italian citizen. |
| --- | --- |
| (ii) | Claudio
Cavazza is an Italian citizen. |
| (iii) | Sigma-Tau
is an Italian corporation. |
| (iv) | Sigma-Tau
International S.A. is a Luxembourg corporation. |
| (v) | Sigma-Tau
America S.A. is a Luxembourg corporation. |
| (vi) | Sigma-Tau
Pharmaceuticals, Inc. is a Nevada corporation
. |
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 (the “Shares”)
Item 2(e). CUSIP Number:
258094101
ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:
This Item 3 is not applicable
-9-
ITEM 4. Ownership:
Paolo Cavazza
| (a) | Amount
beneficially owned: | 18,213,537 |
| --- | --- | --- |
| (b) | Percent
of class: | 15.4% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 1,190,770 |
| --- | --- | --- |
| (ii) | shared
power to vote or to direct the vote: | 17,022,767 |
| (iii) | sole
power to dispose or to direct the disposition of: | 1,190,770 |
| (iv) | shared
power to dispose or to direct the disposition of: | 17,022,767 |
Claudio Cavazza
| (a) | Amount
beneficially owned: | 16,666,667 |
| --- | --- | --- |
| (b) | Percent
of class: | 14.1% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 0 |
| --- | --- | --- |
| (ii) | shared
power to vote or to directthe vote: | 16,666,667 |
| (iii) | sole
power to dispose or to directthe disposition of: | 0 |
| (iv) | shared
power to dispose or to directthe disposition of: | 16,666,667 |
Sigma Tau
| (a) | Amount
beneficially owned: | 16,666,667 |
| --- | --- | --- |
| (b) | Percent
of class: | 14.1% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 0 |
| --- | --- | --- |
| (ii) | shared
power to vote or to directthe vote: | 16,666,667 |
| (iii) | sole
power to dispose or to directthe disposition of: | 0 |
| (iv) | shared
power to dispose or to directthe disposition of: | 16,666,667 |
-10-
Sigma-Tau International S.A.
| (a) | Amount
beneficially owned: | 16,666,667 |
| --- | --- | --- |
| (b) | Percent
of class: | 14.1% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 0 |
| --- | --- | --- |
| (ii) | shared
power to vote or to directthe vote: | 16,666,667 |
| (iii) | sole
power to dispose or to directthe disposition of: | 0 |
| (iv) | shared
power to dispose or to directthe disposition of: | 16,666,667 |
Sigma-Tau America S.A.
| (a) | Amount
beneficially owned: | 16,666,667 |
| --- | --- | --- |
| (b) | Percent
of class: | 14.1% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 0 |
| --- | --- | --- |
| (ii) | shared
power to vote or to directthe vote: | 16,666,667 |
| (iii) | sole
power to dispose or to directthe disposition of: | 0 |
| (iv) | shared
power to dispose or to directthe disposition of: | 16,666,667 |
Sigma-Tau Pharmaceuticals, Inc .
| (a) | Amount
beneficially owned: | 16,666,667 |
| --- | --- | --- |
| (b) | Percent
of class: | 14.1% |
| (c) | Number
of shares as to which such person has: | |
| (i) | sole
power to vote or to direct the vote: | 0 |
| --- | --- | --- |
| (ii) | shared
power to vote or to directthe vote: | 16,666,667 |
| (iii) | sole
power to dispose or to directthe disposition of: | 0 |
| (iv) | shared
power to dispose or to directthe disposition of: | 16,666,667 |
-11-
ITEM 5. Ownership of Five Percent or Less of a Class:
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
ITEM 8. Identification and Classification of Members of the Group:
Not Applicable
ITEM 9. Notice of Dissolution of Group:
Not Applicable
ITEM 10. Certification:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
-12-
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.
Dated: December 3, 2008
| PAOLO
CAVAZZA |
| --- |
| By: /s/ Maurizio Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| CLAUDIO
CAVAZZA |
| --- |
| By: /s/ Maurizio Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| SIGMA-TAU
FINANZIARIA SPA |
| --- |
| By: /s/ Maurizio Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| SIGMA-TAU
INTERNATIONAL S.A. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Attorney-in-fact |
Dated: December 3, 2008
| SIGMA-TAU
AMERICA S.A. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Attorney-in-fact |
Dated: December 3, 2008
-13-
| SIGMA-TAU
PHARMACEUTICALS, INC. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Chief
Executive Officer |
-14-
EXHIBIT INDEX
| A. | Joint
Filing Agreement dated December 3, 2008 by and among Paolo Cavazza,
Claudio Cavazza, Sigma Tau Finanziaria S.p.A., Sigma-Tau Pharmaceuticals,
Inc., Sigma Tau America S.A. and Sigma Tau International
S.A. |
| --- | --- |
| B. | Power
of Attorney, dated January 9, 2007, granted by Messrs. Dominique
Audia and Luca Checchinato, directors of Sigma-Tau International S.A., in
favor of Messrs. Gregg Lapointe and Don DeLillo 1 |
| C. | Power
of Attorney, dated January 9, 2007, granted by Messrs. Dominique
Audia and Luca Checchinato, directors of Sigma-Tau America S.A., in favor
of Messrs. Gregg Lapointe and Don DeLillo 2 |
| D. | Power
of Attorney, dated January 10, 2007, granted by Mr. Paolo Cavazza in
favor of Messrs. Antonio Nicolai and Maurizio Terenzi 3 |
| E. | Power
of Attorney, dated January 10, 2007, granted by Mr. Claudio Cavazza,
President of Sigma-Tau Finanziaria S.p.A., in favour of Messrs. Antonio
Nicolai and Maurizio Terenzi 4 |
| F. | Power
of Attorney, dated January 10, 2007, granted by Mr. Claudio Cavazza
in favor of Messrs. Antonio Nicolai and Maurizio Terenzi 5 |
1 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.
2 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.
3 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.
4 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.
5 Incorporated by reference to the Reporting Person’s Schedule 13G filed with the SEC on January 12, 2007.
-15-
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of DOR BioPharma, Inc. dated as of December 3, 2008 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: December 3, 2008
| PAOLO
CAVAZZA |
| --- |
| By: /s/ Maurizio
Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| CLAUDIO
CAVAZZA |
| --- |
| By: /s/ Maurizio Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| SIGMA-TAU
FINANZIARIA SPA |
| --- |
| By: /s/ Maurizio
Terenzi |
| Name: Maurizio
Terenzi |
| Title: Proxy-holder
authorized |
Dated: December 3, 2008
| SIGMA-TAU
INTERNATIONAL S.A. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Attorney-in-fact |
-16-
Dated: December 3, 2008
| SIGMA-TAU
AMERICA S.A. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Attorney-in-fact |
Dated: December 3, 2008
| SIGMA-TAU
PHARMACEUTICALS, INC. |
| --- |
| By: /s/ Gregg Lapointe |
| Name: Gregg
Lapointe |
| Title: Chief
Executive Officer |
-17-