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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
655 Madison Avenue, 19th Floor
New York, NY 10021
(212) 521-2930
(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 Rule 13d-1(e), 13d-1(f) or 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 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 (the “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. 15115L 10 3 | Page 2 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Andrew H. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 111,277 |
| 8 | SHARED VOTING
POWER -0- |
|
| 9 | SOLE DISPOSITIVE
POWER 111,277 |
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| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 111,277 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 3 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Daniel R. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 111,277 |
| 8 | SHARED VOTING
POWER -0- |
|
| 9 | SOLE DISPOSITIVE
POWER 111,277 |
|
| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 111,277 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 4 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS James S. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 111,277 |
| 8 | SHARED VOTING
POWER -0- |
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| 9 | SOLE DISPOSITIVE
POWER 111,277 |
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| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIAL
LY OWNED BY EACH REPORTING
PERSON 111,277 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 5 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas J. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 206,885 |
| 8 | SHARED VOTING
POWER -0- |
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| 9 | SOLE DISPOSITIVE
POWER 206,885 |
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| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 206,885 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 6 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Jessica S. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 644 |
| 8 | SHARED VOTING
POWER -0- |
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| 9 | SOLE DISPOSITIVE
POWER 644 |
|
| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 644 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 7 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Benjamin Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 644 |
| 8 | SHARED VOTING
POWER -0- |
|
| 9 | SOLE DISPOSITIVE
POWER 644 |
|
| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 644 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 8 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Samuel A. Tisch |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER 644 |
| 8 | SHARED VOTING
POWER -0- |
|
| 9 | SOLE DISPOSITIVE
POWER 644 |
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| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 644 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| CUSIP No. 15115L 10 3 | Page 9 of 14 Pages | |
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| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas M. Steinberg |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See
Instructions) PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ] |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER -0- |
| 8 | SHARED VOTING
POWER -0- |
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| 9 | SOLE DISPOSITIVE
POWER -0- |
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| 10 | SHARED DISPOSITIVE
POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
[ ]
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.0% |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
This
Amendment No. 9 to Schedule 13D amends and supplements the statement on Schedule
13D previously filed by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas
J. Tisch, Jessica S. Tisch, Bemjamin Tisch, Samuel A. Tisch and Thomas M.
Steinberg. Except as amended and supplemented herein, that statement
remains in full force and effect.
Item
1. Security
and Issuer.
The
equity securities to which this statement relates are shares of Common Stock,
par value $.0001 per share, of Adamis Pharmaceuticals Corporation (formerly
known as Cellegy Pharmaceuticals, Inc.), 2658 Del Mar Heights Road, #555, Del
Mar, California 92014.
Item
5. Interest
in Securities of the Issuer.
Item 5 is
amended to read as follows:
As a
result of a merger, each 9.92906033 shares of Common Stock previously held by
the Reporting Persons were converted into one share of Common
Stock. As of the date hereof, the aggregate number of shares of
Common Stock, including shares that may be acquired upon the exercise of
Warrants, and the percentage of the outstanding shares of Common Stock (based
upon 45,469,155 shares outstanding on November 20, 2009 as reported by the
Issuer in its most recent Form 10-Q report) were as follows:
Name of Holder |
Number of Shares |
Percentage
of Outstanding Shares |
| Four-Fourteen Partners, LLC (1) Andrew H. Tisch Daniel R. Tisch James S. Tisch Thomas J. Tisch Andrew H. Tisch 1995 Issue Trust No. 1 (2) Andrew H. Tisch 1995 Issue Trust No. 2 (2) Daniel R. Tisch 1999 Issue Trust (2) James S. Tisch 1995 Issue Trust (2) Thomas J. Tisch 1994 Issue Trust (2) Jessica S. Tisch Benjamin Tisch |
95,608 90,357 90,357 90,357 90,357 10,460 10,460 20,920 20,920 20,920 644 644 |
0.0%
0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
0.0% |
Page 10 of 14 Pages
| Samuel A. Tisch Thomas M. Steinberg |
644 0 |
0.0% 0.0% |
| Total | 542,648 | 1.2% |
Each of
the above persons who is a Reporting Person herein beneficially owns the number
of shares set forth opposite his or her name. Beneficial ownership of
the other shares set forth in the above table has been determined as
follows:
| (1) |
By
virtue of his status as manager of Four-Fourteen Partners, LLC
, Thomas J.
Tisch may be deemed the beneficial owner of the shares owned by
Four-Fourteen Partners, LLC and to have power to vote or direct the vote
and dispose or direct the disposition of those
shares.
|
| (2) |
By
virtue of their status as trustees of their respective issue trusts, each
of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch
may be deemed to have beneficial ownership of shares owned by those trusts
of which he is trustee and sole power to vote or direct the vote and
dispose or direct the disposition of those
shares.
|
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit 6. | Agreement regarding the joint filing of this statement. |
Page 11 of 14 Pages
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.
February 16, 2010
| /s/ Andrew H. Tisch | ||
| Andrew H. Tisch |
| /s/ Daniel R. Tisch | ||
| Daniel R. Tisch |
| /s/ James S. Tisch | ||
| James S. Tisch |
| /s/ Thomas J. Tisch | ||
| Thomas J. Tisch |
| /s/ Jessica S. Tisch | ||
| Jessica S. Tisch |
| /s/ Benjamin Tisch | ||
| Benjamin Tisch |
| /s/ Samuel A. Tisch | ||
| Samuel A. Tisch |
| /s/ Thomas M. Steinberg | ||
| Thomas M. Steinberg |
Page 12 of 14 Pages
EXHIBIT INDEX
| Exhibit 6. | Agreement regarding the joint filing of this statement. |
Page 13 of 14 Pages
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that this Amendment to Schedule 13D
dated February 16, 2010 relating to the Common Stock, par value $.0001 per
share, of Adamis Pharmaceuticals Corporation, are being filed with the
Securities and Exchange Commission on behalf of each of them.
February 16, 2010
| /s/ Andrew H. Tisch | ||
| Andrew H. Tisch |
| /s/ Daniel R. Tisch | ||
| Daniel R. Tisch |
| /s/ James S. Tisch | ||
| James S. Tisch |
| /s/ Thomas J. Tisch | ||
| Thomas J. Tisch |
| /s/ Jessica S. Tisch | ||
| Jessica S. Tisch |
| /s/ Benjamin Tisch | ||
| Benjamin Tisch |
| /s/ Samuel A. Tisch | ||
| Samuel A. Tisch |
| /s/ Thomas M. Steinberg | ||
| Thomas M. Steinberg |
Page 14 of 14 Pages