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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ASTRALIS LTD.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
(upon conversion of Series A Convertible Preferred Stock)
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(Title of Class of Securities)
046352
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(CUSIP Number)
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DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL
105 PICCADILLY ST OLAVE'S HOUSE
LONDON W1J 7NJ, ENGLAND 9a IRONMONGER LANE
+44 20 7491 1777 LONDON EC2V 8EY, ENGLAND
+44 20 7710 6500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 2001
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(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) 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.
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* 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).
(continued on following pages)
CUSIP No. 046352 13D Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SkyePharma PLC I.R.S. Identification No.: 33-0387911
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
0
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NUMBER OF 8. SHARED VOTING POWER
SHARES 33,020,000 (1)(2)
BENEFICIALLY OWNED -----------------------------------------------------
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 8,220,000 (2)
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,220,000 (1)(2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ X ]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0% (2)(3)
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14. TYPE OF REPORTING PERSON
CO
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(1) In order to facilitate the consummation of the transaction contemplated by
the Purchase Agreement by and between Astralis Ltd. and SkyePharma PLC,
dated as of December 10, 2001 (the "Purchase Agreement"), Astralis Ltd. and
SkyePharma PLC entered into a Stockholders Agreement between SkyePharma
PLC, Astralis Ltd. and the other parties listed therein, dated as of
December 10, 2001 (the "Stockholders Agreement"), whereby each stockholder
agreed to vote its shares of Common Stock and take all other actions
necessary to elect the independent directors nominated by the Board of
Directors (the "Board") and to elect the nominee nominated to the Board by
SkyePharma. SkyePharma does not have the right to dispose (or direct the
disposition of) any of the 24,800,000 shares of Common Stock owned by the
other parties to the Stockholders Agreement. Accordingly, SkyePharma
expressly disclaims beneficial ownership of all such shares.
(2) SkyePharma is currently the beneficial owner of 200,000 shares of Common
Stock, warrants exercisable for 20,000 shares of Common Stock and 1,250,000
shares of Series A Convertible Preferred Stock, and may acquire another
750,000 shares of Series A Convertible Preferred Stock pursuant to the
Purchase Agreement. Accordingly, SkyePharma has beneficial ownership of
8,220,000 shares of Common Stock, assuming the exercise of the warrants,
the purchase of the 750,000 additional shares of Series A Convertible
Preferred Stock and the conversion of all shares of Series A Convertible
Preferred Stock owned or to be purchased by SkyePharma into Common Stock at
the current conversion rate of four to one.
(3) Based on 37,538,179 shares of Common Stock outstanding on March 22, 2002,
the conversion of 2,000,000 shares of Series A Convertible Preferred Stock
into 8,000,000 shares of Common Stock and the exercise of SkyePharma's
warrants for the purchase of 20,000 shares of Common Stock.
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SkyePharma PLC, a company incorporated under the laws of England and
Wales ("SkyePharma"), hereby amends and supplements its Statement on Schedule
13D filed on December 19, 2001 and as amended by Amendment No. 1 to the
Statement on Schedule 13D filed on January 31, 2002, with respect to the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Astralis Ltd., a
Delaware corporation (the "Issuer"), the Common Stock which is issuable upon
conversion of the Series A Convertible Preferred Stock, par value $0.001 per
share (the "Convertible Preferred Stock") held by SkyePharma and the Common
Stock which is issuable upon exercise of the warrants held by SkyePharma.
Item 5. Interest in Securities of the Issuer.
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(a) The percentage interest held by SkyePharma presented below is based
on the number of shares of Common Stock reported by the Issuer to SkyePharma as
outstanding at March 22, 2002. Assuming (i) the purchase of an additional
750,000 shares of Convertible Preferred Stock under the Purchase
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Agreement, (ii) the conversion of all shares of Convertible Preferred Stock
owned and to be acquired by SkyePharma into Common Stock, and (iii) the exercise
of the warrants for 20,000 shares of Common Stock, SkyePharma would be the
beneficial owner of 8,220,000 shares of the Common Stock, representing
approximately 18.0% of the Common Stock issued and outstanding.
(b) SkyePharma has the shared power to vote or to direct the vote of,
and the sole power to dispose or direct the disposition of, its 8,000,000 shares
of Common Stock that would be issued on the conversion of all of its shares of
Convertible Preferred Stock, its 200,000 shares of Common Stock and the 20,000
shares of Common Stock that would be issued upon exercise of its warrants.
(d) As part of the purchase of 100,000 shares of Common Stock at $1.60
per share of Common Stock pursuant to a private placement by the Issuer on
November 13, 2001, SkyePharma was issued warrants to purchase 20,000 shares of
Common Stock at an exercise price of $4.00 per share of Common Stock.
Item 7. Material to be filed as Exhibits.
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1. Purchase Agreement, dated as of December 10, 2001, among the Issuer,
incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K
of the Issuer, filed by the Issuer on December 14, 2001 (File Number
000-30997).
2. Stockholders Agreement, dated as of December 10, 2001, among the Issuer,
incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
of the Issuer, filed by the Issuer on December 14, 2001 (File Number
000-30997).
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SIGNATURES
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.
Dated: March 25, 2002
SKYEPHARMA PLC
By:
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Donald Nicholson
Chief Financial Officer