Gentium/Paolo Cavazza - Schedule 13D/A Amendment No. 1
SCHEDULE
13D/A1
(Amendment
No.
1)
Under
the
Securities Exchange Act of 1934
(Name
of
Issuer)
Ordinary
Shares/American Depositary Shares
(Title
of
Class of Securities)
(CUSIP
Number)
James
Robinson, Esq.
Cahill
Gordon & Reindel LLP
80
Pine
Street
New
York,
NY 10005
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-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).
|
CUSIP
No. 372501B104
|
|
|
(1)
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Paolo
Cavazza
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(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
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(3)
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SEC
USE ONLY
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(4)
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SOURCE
OF FUNDS
PF
|
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(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
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(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
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Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
0
|
|
Beneficially
Owned
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(8)
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SHARED
VOTING POWER
1,621,499
|
|
by
Each
Reporting
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(9)
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SOLE
DISPOSITIVE POWER
0
|
|
Person
With
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(10)
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SHARED
DISPOSITIVE POWER
1,621,499
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,499
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(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.34%
(based on 11,805,533 Ordinary Shares outstanding as of February 6,
2007,
as reported in Exhibit 2 to the Issuer’s current report on Form 6-K filed
with the Securities and Exchange Commission on February 7, 2007,
plus
2,354,000 Ordinary Shares issued by the Issuer pursuant to its private
placement on February 12, 2007, plus 73,334 Ordinary Shares issuable
upon
exercise of the 2004 Warrants (as defined below) and 60,951 Ordinary
Shares issuable upon exercise of the 2005 Warrants (as defined below)).
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(14)
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TYPE
OF REPORTING PERSON
IN
|
| Item
1. |
Security
and Issuer.
|
Item
1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Amendment No.1 by Paolo Cavazza, an Italian citizen, amends the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on October 24,
2005 (the “Schedule 13D”) with respect to the ordinary shares, par value €1.00
per share (“the Ordinary Shares”), of Gentium S.p.A. (the “Issuer”), an Italian
corporation whose principal offices are located at Piazza XX Settembre 2, 22079
Villa Guardia (Como), Italy.
The
Ordinary Shares are listed for trading on the NASDAQ National Market System
(“NASDAQ”) in the form of American Depositary Shares (“ADSs”), evidenced by
American Depositary Receipts. Each ADS represents one Ordinary Share.
| Item
2. |
Identity
and Background.
|
Item
2 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Schedule 13D is being filed on behalf of Paolo Cavazza, (the “Reporting Person”)
in respect of Ordinary Shares he owns indirectly through Sigma-Tau Finanzaria
S.p.A., an Italian Corporation (“Sigma Tau”), Defiante Farmaceutica, L.d.a., a
Portuguese Corporation (“Defiante”) and Chaumiere Consultadoria e Servicos S.A.
(“Chaumiere”). Sigma Tau owns 58% of Defiante directly and 42% indirectly
through its wholly-owned subsidiary, Sigma-Tau International S.A. Paolo Cavazza
directly and indirectly owns 38% of Sigma Tau. Chaumiere is indirectly owned
by
Paolo Cavazza and members of his family.
The
Reporting Person’s address is Via Tesserete, 10, Lugano, Switzerland. He is an
entrepreneur in Sigma Tau, Aptafin SpA and Esseti S.A and he is an Italian
citizen. The Reporting Person has not been, during the last five years,
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) 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 violation with respect to such
laws.
| Item
3. |
Source
and Amount of Funds or Other Consideration.
|
Item
3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
In
October
2004, Defiante purchased from the Issuer, for a cash purchase price of
$1,000,000, a convertible note (the “2004 Note”) and warrants to purchase 73,334
Ordinary Shares (the “2004 Warrants”).
In
April
2005, pursuant to a Share Purchase Agreement, dated as of April 4, 2005
(the “FinSirton Agreement”), Sigma Tau purchased 800,000 ordinary shares from
FinSirton S.p.A. (“FinSirton”) for an aggregate cash purchase price of
$3,200,000.
On
June 5,
2005, Defiante purchased a convertible note (the “2005 Note” and, collectively
with the 2004 Note, the “Notes”) from Alexandra Global Master Fund Ltd. for a
cash purchase price of $1,912,000. Defiante and Sigma Tau used working capital
to purchase the securities.
Defiante
converted the Notes into 359,505 ADSs in the Issuer’s initial public offering
(the “IPO”), which was consummated on June 16, 2005.
On
October
14, 2005, pursuant to a Securities Subscription Agreement, dated as of October
3, 2005, between the Issuer and Chaumiere, Chaumiere purchased, for an aggregate
cash purchase price of $1,074,250 (the “Purchase Price”) 152,376 Ordinary Shares
and agreed to purchase, subject to shareholder approval, warrants to purchase
60,951 Ordinary Shares (the “2005 Warrants”). The 2005 Warrants and 20% of the
Purchase Price (the “Hold Amount”) were put into escrow in accordance with the
terms of an Escrow Agreement between the Issuer and The Bank of New York dated
as of October 14, 2005. The Issuer and Chaumiere agreed that the Hold Amount
would be returned to Chaumiere and the 2005 Warrants would not be issued in
the
event shareholder approval for the issuance of the 2005 Warrants was not
received by April 3, 2006. On November 29, 2005, the shareholders of the Issuer
approved the issuance of the 2005 Warrants and the 2005 Warrants were issued
on
the same date. Chaumiere used its working capital to purchase the shares and
to
fund the Hold Amount.
On
February 9, 2007, pursuant to a Securities Subscription Agreement dated as
of
February 6, 2007, between the Issuer and each of Chaumiere and Defiante,
Chaumiere purchased 87,667 Ordinary Shares and Defiante purchased 87,666
Ordinary Shares for a cash purchase price of $20.17 per share in a private
placement. Chaumiere and Defiante used working capital to purchase the
securities.
| Item
4. |
Purpose
of the Transaction.
|
Item
4 of
the Schedule 13D is hereby amended and restated in its entirety as follows:
The
purpose of the transactions was to acquire an equity investment interest in
the
Issuer.
The
Reporting Person, Sigma Tau, Defiante and Chaumiere expect to evaluate their
investment in the Issuer on an ongoing basis and they may determine to change
their investment intent with respect to the Issuer at any time. In determining
from time to time whether to sell or retain their holdings of securities of
the
Issuer, they will take into consideration such factors as they deem relevant,
including the market price of the Ordinary Shares, conditions in the securities
markets generally, the Issuer’s financial condition, business and prospects and
general economic conditions. They reserve the right to dispose of all or a
portion of their holdings of securities of the Issuers in public or private
transactions and/or to enter into privately negotiated derivative transactions
with institutional counterparties to hedge the market risk of some or all of
their positions in the securities of the Issuer. Any such transactions may
be
effected at any time or from time to time.
The
2004
Warrants are exercisable by the holder for 73,334 Ordinary Shares at an exercise
price of $9.52 per share, subject to customary anti-dilution provisions, until
September 16, 2009.
The
2005
Warrants are exercisable by the holder for 60,951 ADSs at an exercise price
of
$9.69 per ADS, subject to customary anti-dilution provisions, at any time
between April 3, 2006 and April 3, 2011.
Pursuant
to the FinSirton Agreement, Fin Sirton S.p.A, the majority shareholder of the
Issuer prior to the IPO, agreed to vote its shares in favor of one person
designated by Sigma Tau for
election
to the Issuer’s Board of Directors. At the first shareholders meeting of the
Issuer following the IPO, Sigma Tau’s designee, Marco Codella, was elected as a
member of the Board and has been re-elected since then.
Pursuant
to the FinSirton Agreement, FinSirton agreed that, if the per share price (the
“Sale Share Price”) in a sale by the Issuer’s shareholders to a third party of
all of the Issuer’s Ordinary Shares is less than approximately $5.00 per share,
subject to customary antidilution adjustments, FinSirton will transfer to Sigma
Tau an additional number of Ordinary Shares equal to (x) $3.2 million
divided by the product determined by multiplying (i) 0.8 by (ii) the
Sale Share Price less (y) 800,000 Ordinary Shares.
Pursuant
to a Voting Agreement dated as of October 14, 2005 among Chaumiere, the other
investors in the Issuer’s private placement and FinSirton, Chaumiere agreed to
vote its shares to increase the size of the Board of Directors by one so that
the Board would consist of nine members.
Other
than
as set forth above in Item 3 and in this Item 4, the Reporting Person does
not have any present plans or proposals which relate to or would result in
any
transaction, change or event specified in clauses (a) through (j) of Item 4
of Schedule 13D.
| Item
5. |
Interest
in Securities of Issuer.
|
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Paolo
Cavazza is the beneficial owner of 1,621,499 shares of Common Stock representing
11.34% (based on 11,805,533 Ordinary Shares outstanding as of February 6, 2007,
as reported in Exhibit 2 to the Issuer’s current report on Form 6-K, filed with
the Securities and Exchange Commission on February 7, 2007 plus 2,354,000
Ordinary Shares issued by the Issuer pursuant to its private placement on
February 12, 2007, plus 73,334 Ordinary Shares issuable upon exercise of the
2004 Warrants and 60,951 Ordinary Shares issuable upon exercise of the 2005
Warrants).
(b) The
number
of shares of Common Stock as to which Paolo Cavazza has the sole power to vote
or direct the vote is zero. The number of shares of Common Stock as to which
Paolo Cavazza shares the power to vote or direct the vote is 1,621,499. The
number of shares of Common Stock as to which Paolo Cavazza has the sole power
to
dispose or direct the disposition is zero. The number of shares of Common Stock
as to which Paolo Cavazza shares the power to dispose or direct the disposition
is 1,621,499.
(c) On
February 9, 2007, Chaumiere purchased 87,667 Ordinary Shares and Defiante
purchased 87,666 Ordinary Shares from the Issuer for a cash purchase price
of
$20.17 per share in a private placement.
(d) N/A.
(e) N/A.
Item
7. Material
to Be Filed as Exhibits.
Item
7 is
amended to add the following Exhibits:
1. Securities
Subscription Agreement dated as of February 6, 2007.a
2. Power
of
Attorney.b
a
Incorporated
by reference from Exhibit 2 to Form 6-K filed by Issuer with the Securities
and
Exchange Commission on February 7, 2007.
b
Incorporated
by reference to a Schedule 13D filed by the Reporting Person with the Securities
and Exchange Commission on October 24, 2005.
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.
Date: February
20, 2007
PAOLO
CAVAZZA
By: /s/
Maurizio
Terenzi
Name:
Maurizio Terenzi
Title:
Proxy - Holder Authorized
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing persons, evidence of the representative’s
authority to sign on behalf of such persons shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
EXHIBIT
INDEX
1. Securities
Subscription Agreement dated as of February 6, 2007.a
2. Power
of
Attorney.b
a
Incorporated
by reference from Exhibit 2 to Form 6-K filed by Issuer with the Securities
and
Exchange Commission on February 7, 2007.
b
Incorporated
by reference to a Schedule 13D filed by the Reporting Person with the Securities
and Exchange Commission on October 24, 2005.