paolo13dano2_062507.htm
SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
13D/A2 (Amendment No. 2)
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).
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CUSIP
No. 372501B104
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(1)
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Paolo
Cavazza
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(2)
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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)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
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Number
of
Shares
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(7)
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SOLE
VOTING POWER
0
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Beneficially
Owned
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(8)
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SHARED
VOTING POWER
2,685,329
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by
Each
Reporting
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(9)
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SOLE
DISPOSITIVE POWER
0
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Person
With
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(10)
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SHARED
DISPOSITIVE POWER
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(11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,685,329
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(12)
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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(13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.74%
(based on 14,191,294 Ordinary Shares outstanding as of March 31,
2007, as
reported in the Issuer’s annual report on Form 20-F filed with the
Securities and Exchange Commission on April 30, 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
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Item
1.
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Security
and Issuer.
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Item
1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Amendment No. 2 by Paolo Cavazza, an Italian citizen, amends the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on October 24,
2005 as amended by Amendment No. 1 filed with the SEC on February 20, 2007,
(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.
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Item
2.
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Identity
and Background.
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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 Finanziaria
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.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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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.
On
June
13, 2007, pursuant to a Stock Purchase Agreement dated as of June 13, 2007,
between Sigma Tau and each of Biomedical Value Fund, L.P. and Biomedical
Offshore Value Fund, Ltd. Sigma Tau purchased 227,447 Ordinary Shares from
Biomedical Value Fund LP and 272,553 Ordinary Shares from Biomedical Offshore
Value Fund, Ltd. for an aggregate purchase price of $8,500,000. Sigma Tau used
working capital to purchase the securities.
On
June
15, 2007, pursuant to a Stock Purchase Agreement dated as of June 15, 2007,
between Defiante and each of Biomedical Value Fund, L.P. and Biomedical Offshore
Value Fund, Ltd. Defiante purchased 304,468 Ordinary Shares from Biomedical
Value Fund LP and 259,362 Or-dinary Shares from Biomedical Offshore Value Fund,
Ltd. for an aggregate purchase price of $9,867,025. Defiante used working
capital to purchase the securities.
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Item
4.
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Purpose
of the Transaction.
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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 rele-
vant,
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.
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Item
5.
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Interest
in Securities of
Issuer.
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Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Paolo
Cavazza is the beneficial owner of 2,685,329 shares of Common Stock representing
18.74% (based on 14,191,294 Ordinary Shares outstanding as of March 31, 2007,
as
reported in the Issuer’s annual report on Form 20-F, filed with the Securities
and Exchange Commission on April 30, 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
2,685,329. The number of shares of Com-
mon
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
2,685,329.
(c) On
June
13, 2007, Sigma Tau purchased 227,447 Ordinary Shares from Biomedical Value
Fund, L.P. and 272,553 Ordinary Shares from Biomedical Offshore Value Fund,
Ltd.
for an aggregate purchase price of $8,500,000.
(d) On
June
15, 2007, Defiante purchased 304,468 Ordinary Shares from Biomedical Value
Fund,
L.P. and 259,362 Ordinary Shares from Biomedical Offshore Value Fund, Ltd.
for
an aggregate purchase price of $9,867,025.
(e) N/A.
(f) N/A.
Item
7. Material
to Be Filed as Exhibits.
Item
7 is
amended to add the following Exhibits:
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1
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Incorporated
by reference to a Schedule 13D filed by the Reporting Person with
the
Securities and Exchange Commission on October 24,
2005.
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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: June
25, 2007
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PAOLO
CAVAZZA
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By: /s/Maurizio
Terenzi
Name: Maurizio
Terenzi
Title: Proxy
- Holder Authorised
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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
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2
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Incorporated
by reference to a Schedule 13D filed by the Reporting Person with
the
Securities and Exchange Commission on October 24,
2005.
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