PILOT THERAPEUTICS HOLDINGS, INC.
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

PILOT THERAPEUTICS HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

458381100

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Gerald F. Roach, Esq.
Christopher B. Capel, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
150 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 821-1220
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 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).

 

 

             
13G
CUSIP No. 458381100 Page 2 of 10
  1. Name of Reporting Person:
Pharma Services Holding, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
      Joint Filing
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
0(1)
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
0(1)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
0(1)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0%
  12.Type of Reporting Person:
CO
1.   Pursuant to an Agreement between PharmaBio Development Inc. (“PharmaBio”) and a subsidiary of the Issuer, PharmaBio has made loans to such subsidiary of the Issuer in the aggregate amount of $4,000,000. Prior to June 22, 2004, the maturity date under such Agreement, outstanding principal and unpaid accrued interest was convertible at PharmaBio’s option into the Issuer’s Common Stock. Such conversion rights expired on the maturity date, June 22, 2004. At December 31, 2004, neither PharmaBio nor any of the other Reporting Persons in this Schedule 13G/A beneficially owns any share of Issuer Common Stock.

 

             
13G
CUSIP No. 458381100 Page 3 of 10
  1. Name of Reporting Person:
Pharma Services Intermediate Holding Corp.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
      Joint Filing
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
0(2)
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
0(2)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
0(2)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0%
  12.Type of Reporting Person:
CO
2.   See Note 1 above.

3

 

             
13G
CUSIP No. 458381100 Page 4 of 10
  1. Name of Reporting Person:
Quintiles Transnational Corp.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
      Joint Filing
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
North Carolina
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
0(3)
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
0(3)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
0(3)
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0%(3)
  12.Type of Reporting Person:
CO
3.   See Note 1 above.  

4

 

             
13G
CUSIP No. 458381100 Page 5 of 10
  1. Name of Reporting Person:
PharmaBio Development Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
      Joint Filing
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
North Carolina
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
0
6. Shared Voting Power:
0(4)
7. Sole Dispositive Power:
0
8.Shared Dispositive Power:
0(4)
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
0
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0%(4)
  12.Type of Reporting Person:
CO
4.   See Note 1 above.

5

 

CUSIP NO. 458381100   Page 6 of 10

Item 1

  (a)   Name of Issuer
 
      Pilot Therapeutics Holdings, Inc. (the “Issuer”)
 
  (b)   Address of Issuer’s Principal Executive Offices
 
  2000   Daniel Island Drive, Charleston, South Carolina 29492

Item 2

  (a)   Name of Person Filing
 
      This statement is filed jointly pursuant to rule 13d-1(k)(1) on behalf of Pharma Services Holding, Inc. (“Pharma Services”); Pharma Services Intermediate Holding Corp. (“Intermediate Holding”), a wholly-owned subsidiary of Pharma Services; Quintiles Transnational Corp. (“Quintiles”); and PharmaBio Development Inc. (“PharmaBio”), a wholly-owned subsidiary of Quintiles. All of the outstanding common stock of Quintiles is owned by Intermediate Holding and Pharma Services.
 
  (b)   Address of Principal Business Office or, if none, Residence
 
      Pharma Services’s principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. Intermediate Holding’s principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. Quintiles’ principal business office is at 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703. PharmaBio’s principal business office address is c/o Quintiles Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703.
 
  (c)   Citizenship
 
      Pharma Services is a Delaware corporation.
Intermediate Holding is a Delaware corporation.
Quintiles is a North Carolina corporation.
PharmaBio is a North Carolina corporation.
 
  (d)   Title of Class of Securities
 
      Common stock, par value $0.001 per share (“Common Stock”).
 
  (e)   CUSIP Number
 
      458381100

Item 3

      Not Applicable

Item 4 Ownership

  (a)   Amount Beneficially Owned: Pursuant to an Agreement between PharmaBio Development Inc. (“PharmaBio”) and a subsidiary of the Issuer, PharmaBio has made loans to such subsidiary of the Issuer in the aggregate amount of $4,000,000. Prior to June 22, 2004, the maturity date under such Agreement, outstanding principal and unpaid accrued interest under such Agreement was convertible at any time at PharmaBio’s option into the Issuer’s Common Stock. Such conversion rights expired on the maturity date, June 22, 2004. At December 31, 2004, none of the Reporting Persons beneficially owns any Common Stock of the Issuer.

 

 

CUSIP NO. 458381100   Page 7 of 10

  (b)   Percent of Class:
 
      0%
 
  (c)   Number of Shares as to which such Person has:

  (i)   sole power to vote or to direct the vote: 0
 
  (ii)   shared power to vote or to direct the vote: 0
 
  (iii)   sole power to dispose or to direct the disposition of: 0
 
  (iv)   shared power to dispose or to direct the disposition of: 0
     
Item 5
  Ownership of Five Percent or Less of a Class
 
    
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: þ.
 
    
Item 6
  Ownership of More than Five Percent on Behalf of Another Person
 
    
  Not Applicable
 
    
Item 7
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
    
  Not Applicable
 
    
Item 8
  Identification and Classification of Members of the Group
 
    
  Not Applicable
 
    
Item 9
  Notice of Dissolution of Group
 
    
  Not Applicable
 
    
Item 10
  Certification
 
    
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP NO. 458381100   Page 8 of 10

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: February 14, 2005

         
  PHARMA SERVICES HOLDING, INC.
 		  
  By:   /s/ John S. Russell    
    Name:   John S. Russell   
    Title:   Executive Vice President and Corporate Secretary   
 
         
  PHARMA SERVICES INTERMEDIATE
HOLDING CORP.
 		  
  By:   /s/ John S. Russell    
    Name:   John S. Russell   
    Title:   Executive Vice President and Corporate Secretary   
 
         
  QUINTILES TRANSNATIONAL CORP.
 		  
  By:   /s/ John S. Russell    
    Name:   John S. Russell   
    Title:   Executive Vice President, General
Counsel and Chief Administrative Officer 		  
 
         
  PHARMABIO DEVELOPMENT INC.
 		  
  By:   /s/ Ronald J. Wooten    
    Name:   Ronald J. Wooten   
    Title:   President   

 

 

         
CUSIP NO. 458381100   Page 9 of 10

EXHIBIT INDEX

     
Exhibit Number   Description
99.01
  Joint Filing Agreement between Pharma Services Holding, Inc., Pharma Services Intermediate Holding Corp., Quintiles Transnational Corp. and PharmaBio Development Inc.