SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO 7)*
CARACO PHARMACEUTICAL
LABORATORIES, LTD.
(Name of Issuer)
Common Stock, without
par value
(Title of Class of Securities)
14075T 10 7
(CUSIP
Number)
Mr. Dilip S.
Shanghvi, Chairman
Sun Pharmaceutical Industries Limited
Acme Plaza, Andheri Kurla Road
Andheri (E) Mumbia 400 059 India
With a copy to:
Fred B.
Green, Esq.Bodman LLP
34th Floor, 100 Renaissance Center
Detroit,
Michigan 48243
313-259-7777
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
February 23, 2006
(Date of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject to this Schedule 13D, and is filing this Schedule because of §§240.13d-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 the disclosures provided in a prior cover page.
The information required in 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 13 PAGES
SCHEDULE 13D
CUSIP No. 14075T 10 7
| 1 | NAME OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sun Pharmaceutical Industries Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) |_| (b) |_| |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF
FUNDS OO (See Item 3) |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |_| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION India |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER - 0 -(See Item 5) |
||
| 8 | SHARED VOTING POWER 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock) (See Item 5) |
|||
| 9 | SOLE DISPOSITIVE POWER -0- (See Item 5) |
|||
| 10 | SHARED DISPOSITIVE POWER 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock) (See Item 5) |
|||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock)(See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |_| |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.0% |
| 14 | TYPE OF REPORTING
PERSON HC, CO |
PAGE 2 OF 13 PAGES
SCHEDULE 13D
CUSIP No. 14075T 10 7
| 1 | NAME OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Dilip S. Shanghvi |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) |_| (b) |_| |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF
FUNDS OO (See Item 3) |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |_| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION India |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER - 0 -(See Item 5) |
||
| 8 | SHARED VOTING POWER 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock) (See Item 5) |
|||
| 9 | SOLE DISPOSITIVE POWER -0- (See Item 5) |
|||
| 10 | SHARED DISPOSITIVE POWER 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock) (See Item 5) |
|||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,204,680 (includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock)(See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |X| |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.0% |
| 14 | TYPE OF REPORTING
PERSON HC, IN |
PAGE 3 OF 13 PAGES
SCHEDULE 13D
CUSIP No. 14075T 10 7
| 1 | NAME OF REPORTING
PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sun Pharma Global, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) |_| (b) |_| |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF
FUNDS OO (See Item 3) |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |_| |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING
POWER - 0 -(See Item 5) |
||
| 8 | SHARED VOTING POWER 18,822,014 (Includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock). (See Item 5) |
|||
| 9 | SOLE DISPOSITIVE POWER -0- (See Item 5) |
|||
| 10 | SHARED DISPOSITIVE POWER 18,822,014 (Includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock). (See Item 5) |
|||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,822,014 (Includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common Stock). (See Item 5) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |_| |
| 13 | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.2% |
| 14 | TYPE OF REPORTING
PERSON CO |
PAGE 4 OF 13 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the acquisition of Series B Preferred Stock, no par value, which is convertible on a one-for-one basis into the Common Stock, without par value of Caraco Pharmaceutical Laboratories, Ltd., a Michigan corporation (the “Company”). The Common Stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934. The principal executive offices of the Company are located at 1150 Elijah McCoy Drive, Detroit, Michigan 48202
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”) by Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India (“Sun”), its wholly owned subsidiary corporation, Sun Pharma Global, BVI, a corporation organized under the laws of the British Virgin Islands (“Sun Global”), and by Dilip S. Shanghvi, the controlling shareholder of Sun. Sun, Sun Global and Mr. Shanghvi are sometimes individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Information with respect to the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information by another Reporting Person. By affixing its or his signature to this statement, each of the Reporting Persons agrees that this statement is filed on behalf of such Reporting Person.
Sun and Mr. Shanghvi
(b) - (c) Sun is a corporation organized under the laws of India. Sun is a specialty pharmaceutical company. Sun's and Mr. Shanghvi's business address is 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093 India.
Pursuant to Instruction C to Schedule 13D under the Act, the directors and executive officers of Sun and their respective business addresses and present principal occupations are set forth below:
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE DIRECTORS OF SUN
| Name of the Director | Address | Position | ||
|---|---|---|---|---|
| Dilip S. Shanghvi | c/o
Sun Pharmaceutical Industries Limited, 17/B, Mahal Industrial Estate,
Mahakali Caves Road, Andheri (East), Mumbai 400 093 India |
The Chairman & Managing Director | ||
| Sudhir V. Valia | c/o
Sun Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road,
Andheri (East), MUMBAI - 400 059. |
Whole-time Director | ||
| Sailesh T. Desai | c/o
Sun Pharmaceutical Industries Limited, 402, 4th Floor, R. K. Centre, Fatehgunj
Main Road, BARODA - 390 002. |
Whole-time Director | ||
| S. Mohanchand Dadha | c/o
Sun Pharmaceutical Industries Limited, 10, Jeypore Nagar, Chennai - 600
086 |
Director | ||
| Hasmukh S. Shah | c/o
Sun Pharmaceutical Industries Limited, 402, 4th Floor, R. K. Centre, Fatehgunj
Main Road, Baroda - 390 002 |
Director | ||
| Keki Minu Mistry | c/o
HDFC Limited, Ramon House, 5th Floor, H. T. Parekh Marg, 169, Backbay
Reclamation, Churchgate, Mumbai - 400 020. |
Director | ||
| Ashwin S. Dani | c/o
Asian Paints (India) Limited, 6-A, Shanti Nagar, Santacruz (East), Mumbai
- 400055 |
Director | ||
PAGE 5 OF 13 PAGES
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE EXECUTIVE OFFICERS OF SUN
| Harin P. Mehta |
Sun Pharmaceutical
Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai
- 400 059, Maharashtra, India |
Vice
President |
|||
| Rakesh Mehta | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai - 400 059 Maharashtra, India |
Sr.
Vice President, (International Marketing) |
|||
| Abhay Gandhi | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059, Maharashtra, India |
Sr.
Vice President, (International Marketing) |
|||
| T. K. Roy | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059, Maharashtra, India |
Sr.
Vice President (Marketing) |
|||
| Lokesh Sibbal | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059, Maharashtra, India |
Vice
President (Marketing) |
|||
| Sharda Crishna | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059, Maharashtra, India |
Vice
President (Marketing) |
|||
| Kirti Ganorkar | Sun
Pharmaceutical Industries Limited, 17/B, Mahal Industrial Estate, Mahakali
Caves Road, Andheri (East), Mumbai 400 093 India |
Vice
President (Business Development) |
|||
| Dr. T. Rajmannar | Sun
Pharmaceutical Industries Limited, SPARC, Tandalja, Vadodara 390 020 Gujarat,
India |
Sr.
Vice President (Organic Synthesis) |
|||
| Vipul Doshi | Sun
Pharmaceutical Industries Limited, SPARC, Tandalja, Vadodara-390 020,
Gujarat, India |
Sr.
Vice President (Corporate Quality) |
|||
| Sampad Bhattacharya | Sun
Pharmaceutical Industries Limited, SPARC, Tandalja, Vadodara 390 020,
Gujarat, India |
Vice President Operations |
|||
| A. H. Khan | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059 Maharashtra, India |
Sr.
General Manager (Human Resources Development) |
|||
| D. R. Desai | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059 Maharashtra, India |
Sr.
General Manager (Accounts) |
|||
| Kamlesh H Shah | Sun
Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road, Andheri
(E) Mumbai - 400 059 Maharashtra, India |
Company
Secretary |
PAGE 6 OF 13 PAGES
Sun Global
(b)-(c) Sun Global is a corporation organized under the laws of the British Virgin Islands. Sun Global is a trading company and is a wholly-owned subsidiary of Sun. Sun Global’s business address is Akara Building, 24 De Castro Street, Wickhams Clay 1 Road, Town Tortola, British Virgin Islands.
Pursuant to Instruction C to Schedule 13D under the Act, the directors of Sun Global and their respective business addresses and present principal occupations are set forth below (there are no executive officers):
| Names of the Directors | Address | Position | ||
|---|---|---|---|---|
| Dilip S. Shanghvi | c/o
Sun Pharmaceutical Industries Limited, 17/B, Mahal Industrial Estate,
Mahakali Caves Road, Andheri (East), Mumbai 400 093 India |
|
Director
of Sun Global |
|
| Sudhir V. Valia | c/o
Sun Pharmaceutical Industries Limited, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai 400 059 |
Director
of Sun Global |
||
| Sunil Gandhi | SuGandhManagement,
Consultancy, P.O. Box 12850, Dubai, UAE |
Director
of Sun Global and Financial Consultant |
||
| Surendra Joshi | PO
Box 696, Muttrah, Post Code No. 114, Sultanate of Oman |
Director
of Sun Global |
||
| Rajendra Purshotam Ashar | PO
Box 526, Muttrah, Post Code No. 131, Ai Hamriya, Sultanate of Oman |
Director
of Sun Global |
||
(d) To the best of its belief and based upon the information available to the respective Reporting Person, none of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
PAGE 7 OF 13 PAGES
(e) To the best of its belief and based upon the information available to the respective Reporting Person, none of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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 relating to such laws.
(f) Sun is a corporation organized under the laws of India and each of its executive officers and directors named in this Item 2 are citizens of India. Sun Global is a corporation organized under the laws of the British Virgin Islands and each of its executive officers and directors named in this Item 2 are citizens of India.
Item 3. Source and Amount of Funds or Other Considerations.
The Company and Sun Global entered into an agreement (the “Agreement”) in November, 2002 pursuant to which, during a 5 year period, Sun Global is required to transfer and to sell to the Company the technology for up to 25 generic pharmaceutical products consisting of ANDAs (abbreviated new drug applications), in exchange for 544,000 shares of Series B Preferred Stock for each product at the time a product passes its bio-equivalency studies.
Pursuant to the Agreement, in addition to previously disclosed on Schedule 13D issuances of Series B Preferred Stock to Sun Global, the Company issued 544,000 Series B Preferred Stock to Sun Pharma Global , Inc. as of February 23, 2006.
Item 4. Purpose of Transaction
The purpose of the Agreement is to provide the Company with new products without impacting cash flow. Under the Agreement, Sun Global receives 544,000 shares of Series B Preferred Stock, no par value (convertible on a one-for-one basis into shares of Common Stock after a 3 year holding period or immediately upon a change in control) in exchange for a product that passes bio-equivalency studies. The Series B Preferred Stock is not entitled to vote and does not currently pay a dividend.
At this time, except as disclosed above, the Sun has no immediate plans or proposals, which relate to or would result in:
| 1). | the
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the Company; |
| 2). | an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company; |
| 3). | a
sale or transfer of a material amount of assets of the Company; |
| 4). | any
change in the present board of directors or management of the Company,
including any plans to change the number or term of directors or to
fill any existing vacancies on the Board; |
| 5). | any
material change in the present capitalization or dividend policy of the
Company; |
| 6). | any
other material change in the Company’s business or corporate
structure; |
PAGE 8 OF 13 PAGES
| 7). | changes
in the Company’s charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company
by any person; |
| 8). | causing
a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of registered national securities
association; |
| 9). | the
Common Stock becoming eligible for termination pursuant to Section 12(g)(4)
of the Act; or |
| 10). | any
action similar to those enumerated above. |
Item 5. Interest in Securities of the Issuer
The following information is provided in response to Item 5 of Schedule 13D and is based on information from the Company as to the number of shares of common stock outstanding as of February 28, 2005.
Sun, Mr. Shanghvi and Sun Global
(a)-(b) Sun
| (i) | Sole Voting Power |
| - 0 - |
| (ii) | Shared Voting Power |
27,204,680
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (iii) | Sole Dispositive Power |
| - 0 - |
| (iv) | Shared Dispositive Power |
27,204,680 (includes
10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (v) | Aggregate Amount Beneficially Owned |
27,204,680
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common
Stock) |
| (vi) | Percent of Class |
| 74.0% |
PAGE 9 OF 13 PAGES
*Includes the shares of Common Stock and Series B Preferred Stock owned by Sun Global.
| Shanghvi |
| (i) | Sole Voting Power |
| - 0 - |
| (ii) | Shared Voting Power |
27,204,680
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (iii) | Sole Dispositive Power |
| - 0 - |
| (iv) | Shared Dispositive Power |
27,204,680
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (v) | Aggregate Amount Beneficially Owned |
27,204,680
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common
Stock) |
| (vi) | Percent of Class |
| 74.0% |
| Sun Global |
| (i) | Sole Voting Power |
| - 0 - |
| (ii) | Shared Voting Power |
18,822,014
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (iii) | Sole Dispositive Power |
| - 0 - |
| (iv) | Shared Dispositive Power |
18,822,014
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into
Common Stock) |
| (v) | Aggregate Amount Beneficially Owned |
18,822,014
(includes 10,336,000 shares of Series B Preferred Stock which is convertible into Common
Stock) |
| (vi) | Percent of Class |
| 51.2% |
c). Since the last filed Schedule 13D by the reporting persons, as disclosed in Item 3, Sun Global, in exchange for the delivery of a new product to the Company, acquired 544,000 shares of Series B Preferred Stock as of February 23, 2006. In the event of the dissolution of Caraco, such shares have a preference value of $9.38 per share.
PAGE 10 OF 13 PAGES
d). No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.
e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Company and Sun Global are subject to a Products Agreement dated November 21, 2002 pursuant to which Sun Global is required to transfer and sell to the Company the technology for up to 25 generic pharmaceutical products consisting of ANDAs (abbreviated new drug applications) in exchange for 544,000 shares of Series B Preferred Stock for each product. At this time, a total of nineteen (19) products have passed their respective bio-equivalency studies and have been transferred and delivered to the Company pursuant to the Products Agreement.
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: March 02, 2006
SUN PHARMA GLOBAL,
INC.
|
PAGE 11 OF 13 PAGES
EXHIBIT INDEX
| Exhibit | Description | ||
| 1 | Joint Statement Agreement |
PAGE 12 OF 13 PAGES
EXHIBIT 1
SCHEDULE 13D JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows:
(i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and such Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed, in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
DATED: March 2, 2006
SUN PHARMA GLOBAL,
INC.
|
PAGE 13 OF 13 PAGES