Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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Washington,
D.C. 20549
SCHEDULE
13D/A5 (Amendment No. 5)
Under
the
Securities Exchange Act of 1934 (Amendment No. 5)*
DOR
BioPharma, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
452916
40
6
(CUSIP
Number)
William
F. Daniel
Elan
Corporation, plc
Treasury
Building
Lower
Grand Canal Street
Dublin
2, Ireland
(353)
1-709-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January
31, 2006
(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).
Page
1 of
7
|
CUSIP
No. 452916 40 6
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
Elan
Corporation, plc
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ireland
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
-0-
(See Item 5)
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
1,219,438
(See Item 5)
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
-0-
(See Item 5)
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
1,219,438
(See Item 5)
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,438
(See Item 5)
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
(See Item 5)
|
||
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
Page
2 of
7
|
CUSIP
No. 452916 40 6
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
Elan
International Services Ltd.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
-0-
(See Item 5)
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
1,219,438
(See Item 5)
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
-0-
(See Item 5)
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
1,219,438
(See Item 5)
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,438
(See Item 5)
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
(See Item 5)
|
||
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
Page
3 of
7
|
CUSIP
No. 452916 40 6
|
|||
|
(1)
|
NAME
OF REPORTING PERSONS
Elan
Pharmaceutical Investments, Ltd.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
N/A
|
||
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
||
|
(3)
|
SEC
USE ONLY
|
||
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
||
|
Number
of
Shares
|
(7)
|
SOLE
VOTING POWER
-0-
(See Item 5)
|
|
|
Beneficially
Owned
|
(8)
|
SHARED
VOTING POWER
1,219,438
(See Item 5)
|
|
|
by
Each
Reporting
|
(9)
|
SOLE
DISPOSITIVE POWER
-0-
(See Item 5)
|
|
|
Person
With
|
(10)
|
SHARED
DISPOSITIVE POWER
1,219,438
(See Item 5)
|
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,438
(See Item 5)
|
||
|
(12)
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
|
||
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
(See Item 5)
|
||
|
(14)
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
Page
4 of
7
Item
1. Security
and Issuer.
Item
1 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Amendment No.5 amends the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on February 4, 1998, as amended by the Schedule
13D/A1 filed with the Commission on May 23, 2002, by the Schedule 13D/A2
filed with the Commission on February 6, 2004, by the Schedule 13D/A3 filed
with the Commission on February 13, 2004 and by the Schedule 13D/A4 filed
with the Commission on February 19, 2004 (as so amended, the
“Schedule 13D”) relating to the common stock, par value $.001 per share
(the “Common Stock”), of DOR BioPharma, Inc., a Delaware corporation (the
“Issuer”). The name and address of the principal executive offices of the Issuer
is DOR BioPharma, Inc., Lincoln Building, 1691 Michigan Ave., Miami, FL
33139.
Item
2. Identity
and Background.
Item
2 of
the Schedule 13D is hereby amended as follows:
Elan’s
principal place of business is Treasury Building, Lower Grand Canal Street,
Dublin 2, Ireland.
Except
as
set forth below, during the last five years, neither Elan, EIS or EPIL nor,
to
their knowledge, any of their officers, directors or controlling persons:
(i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
as a
result of which proceeding it was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws, or finding any
violation with respect to such laws.
On
February 8, 2005, the Securities and Exchange Commission (the “SEC”) filed
a civil action against Elan in the United States District Court for the District
of Columbia (the “Court”) (Civil Action No. 05-282). In the complaint, the
SEC alleged that Elan violated the antifraud provisions of the federal
securities laws for failing to disclose material information about Elan's
financial results in periodic reports filed with the SEC and in quarterly
earnings press releases disseminated to investors. Without admitting or denying
the allegations in the action, Elan consented to the entry of a final judgment
that permanently enjoins Elan from violating the antifraud provisions of the
federal securities laws, Section 10(b) of the Securities Exchange Act of
1934 (the “Exchange Act”) and Rule 10b-5 thereunder, as well as reporting
and internal control provisions, Sections 13(a) and 13(b)(2)(B) of the
Exchange Act and Rules 12b-20, 13a-1 and 13a-16 thereunder. The judgment
ordered Elan to pay $1 in disgorgement and a $15 million civil penalty. The
final judgment was entered by the Court on February 10, 2005.
Item
5. Interest
in Securities of Issuer.
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) As
of
February 9, 2006, Elan (indirectly through its ownership of EIS and EPIL)
and EIS (indirectly through its ownership of EPIL) each beneficially owned
1,219,438 shares of Common Stock, representing 2.4% of the outstanding
shares of Common Stock (based on 50,612,504 shares of
Page
5 of
7
Common
Stock outstanding as of January 13, 2006 as reported in the Issuer’s Form S-1
Registration Statement filed with the Commission). As of February 9, 2006,
EPIL beneficially owned 1,219,438 shares of Common Stock,
representing 2.4% of the outstanding shares of Common Stock (based on 50,612,504
shares of Common Stock outstanding as of January 13, 2006 as reported in the
Issuer’s Form S-1 Registration Statement as filed with the Commission).
(b) As
of
February 9, 2006, Elan (indirectly through its ownership of EIS and EPIL)
and EIS (indirectly through its ownership of EPIL) each had the shared voting
and dispositive power over 1,219,438 shares of Common Stock. As of
February 9, 2006, EPIL had the shared voting and dispositive power over
1,219,438 shares of Common Stock.
(c) (c) On
January 30, 2006, January 31, 2006, February 1, 2006, February 2, 2006 and
February 3, 2006, EPIL sold an aggregate of 1,667,000 shares of Common
Stock in open market transactions as listed below:
|
Date
of Sale
|
Amount
|
Price
Per Share
|
|
01/30/06
|
31,000
|
$0.51
|
|
01/30/06
|
186,600
|
$0.50
|
|
01/31/06
|
63,800
|
$0.67
|
|
01/31/06
|
36,200
|
$0.66
|
|
01/31/06
|
61,800
|
$0.65
|
|
01/31/06
|
38,200
|
$0.64
|
|
01/31/06
|
51,300
|
$0.63
|
|
01/31/06
|
48,700
|
$0.61
|
|
01/31/06
|
102,800
|
$0.61
|
|
01/31/06
|
97,200
|
$0.60
|
|
01/31/06
|
50,000
|
$0.58
|
|
01/31/06
|
50,000
|
$0.56
|
|
02/01/06
|
50,000
|
$0.58
|
|
02/01/06
|
300
|
$0.57
|
|
02/01/06
|
149,100
|
$0.50
|
|
02/02/06
|
13,600
|
$0.54
|
|
02/02/06
|
46,400
|
$0.52
|
|
02/02/06
|
13,800
|
$0.51
|
|
02/02/06
|
100,000
|
$0.51
|
|
02/02/06
|
85,800
|
$0.50
|
|
02/02/06
|
140,400
|
$0.50
|
|
02/03/06
|
50,000
|
$0.52
|
|
02/03/06
|
500
|
$0.51
|
|
02/03/06
|
199,500
|
$0.50
|
(d) None.
(e) On
January 31, 2006 Elan, EIS and EPIL ceased to be the beneficial owners of more
than 5% of the Common Stock of Dor Biopharma, Inc.
Page
6 of
7
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 10,
2006
|
ELAN
CORPORATION, PLC
|
|
By:
/s/
Liam Daniel
Name:
Liam Daniel
Title:
EVP and Company Secretary
|
|
ELAN
INTERNATIONAL SERVICES LTD.
|
|
By: /s/
Kevin Insley
Name:
Kevin Insley
Title:
President and Chief Financial Officer
|
|
ELAN
PHARMACEUTICAL INVESTMENTS, LTD.
|
|
By:
/s/
Kevin Insley
Name:
Kevin Insley
Title:
President and Chief Financial Officer
|
Page 7 of 7