1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Randal
J. Kirk
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
þ
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
2,505,576
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
15,340,167
|
|
OWNED
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
2,505,576
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
15,340,167
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,845,743
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.3%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
RJK,
L.L.C.
|
I.R.S.
Identification No.: 54-1816015
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) þ
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Virginia
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
4,151,924
|
|
OWNED
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
4,151,924
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,151,924
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
– limited liability company
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Kirkfield,
L.L.C.
|
I.R.S.
Identification No.: 54-1725089
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
þ
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Virginia
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
1,929,705
|
|
OWNED
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,929,705
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,929,705
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
– limited liability company
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
New
River Management V, LP
|
I.R.S.
Identification No.: 56-2652938
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b) þ
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
6,436,285
|
|
OWNED
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
6,436,285
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,436,285
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
– limited partnership
|
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Owner
|
Shares
|
|||
Kirkfield
|
1,929,705 | |||
RJK
|
4,151,924 | |||
RJK
2000
|
363,582 | |||
Zhong
Mei
|
244,369 | |||
NRM
II
|
1,049,877 | |||
NRM
III
|
290,014 | |||
NRM
V
|
6,436,285 | |||
Staff
2001
|
692,617 | |||
Senior
Staff 2008
|
72,717 | |||
Staff
2008
|
72,717 | |||
Incentive
2008
|
36,360 |
|
Item
7.
|
Material to be Filed
as Exhibits.
|
Exhibit
4.1
|
Form
of Convertible Note
|
Exhibit
4.2
|
Form
of Common Stock Purchase Warrant
|
Exhibit
99.1
|
Joint
Filing Agreement, dated as of February 27, 2009, by and among Randal J.
Kirk, RJK, L.L.C., Kirkfield, L.L.C. and New River Management V,
LP
|
Date: February
27, 2009
|
/s/ Randal J. Kirk | |
Randal J. Kirk | ||
Date: February
27, 2009
|
RJK,
L.L.C.
|
|
By:
|
Third
Security, LLC, its managing member
|
|
By:
|
/s/ Randal J. Kirk | |
Randal
J. Kirk
|
||
Manager
|
||
Date: February
27, 2009
|
KIRKFIELD,
L.L.C.
|
|
By:
|
Third
Security, LLC, its managing member
|
|
By:
|
/s/ Randal J. Kirk | |
Randal
J. Kirk
|
||
Manager
|
||
Date: February
27, 2009
|
NEW
RIVER MANAGEMENT V, LP
|
|
By:
|
Third
Security Capital Partners V, LLC, its general partner
|
|
By:
|
Third
Security, LLC, its managing member
|
|
By:
|
/s/ Randal J. Kirk | |
Randal
J. Kirk
|
||
Manager
|
Exhibit Number
|
Exhibit
|
Form
of Convertible Note
|
|
Form
of Common Stock Purchase Warrant
|
|
Joint
Filing Agreement, dated as of February 27, 2009, by and among Randal J.
Kirk, RJK, L.L.C., Kirkfield, L.L.C. and New River Management V,
LP
|