- Amended Statement of Beneficial Ownership (SC 13D/A)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Minrad International, Inc.

 

(Name of Issuer)

Common Stock, $0.01 Par Value

 

(Title of Class of Securities)

60443P103

 

(CUSIP Number)

Mr. R. Ananthnarayan
Piramal Healthcare, Inc.
379 Thornall Street
Edison, New Jersey 08837

With a copy to:
L. Hunter Rost, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
[phone]

 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 22, 2008

 

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

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CUSIP No. 60443P103		Page 2 of 6 Pages

1		NAMES OF REPORTING PERSONS Piramal Healthcare, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)    o
		(b)    x
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7		SOLE VOTING POWER
NUMBER OF					0
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					9,900,464 (1)
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					0
WITH			10		SHARED DISPOSITIVE POWER
					0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		9,900,464 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		20.1% (2)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

(1)     Represents the aggregate number of shares of common stock of Minrad International, Inc., a Delaware corporation (the “Issuer”), par value $0.01 per share (the “Common Stock”), that are subject to that certain Voting Agreement referred to in Items 3 and 4 below and the irrevocable proxies contained therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Piramal Healthcare, Inc. (“PHI”) that it is a beneficial owner of any shares of the Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed by PHI.

(2)     Based on 49,302,462 shares of Common Stock outstanding at December 22, 2008, as represented by the Issuer in the Merger Agreement discussed in Item 4 below.

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CUSIP No. 60443P103		Page 3 of 6 Pages

EXPLANATORY NOTE

     This Amendment No. 1 on Schedule 13D (the “Amendment”) amends and restates the statement on Schedule 13D filed by Piramal Healthcare, Inc., a Delaware corporation, on January 2, 2009 (the “Original Filing”). This Amendment (i) corrects a typographical error in the number of shares of Common Stock beneficially owned by William Burns and Donald Farley, as reflected on Schedule I of the Voting Agreement incorporated by reference as Exhibit 2 to the Original Filing, (ii) amends and restates rows 8, 11 and 13 on the cover page of the Original Filing to reflect the corresponding change to the number of shares of Common Stock subject to the Voting Agreement, (iii) amends and restates Items 4(a)-(b) and 5(a)-(b) of the Original Filing to reference a corrected copy of the Voting Agreement and reflect the corresponding change to the number of shares of Common Stock subject to the Voting Agreement, and (iv) replaces as Exhibit 2 to the Original Filing a corrected copy of the Voting Agreement and Schedule I thereto.

     Except for the foregoing changes, the Amendment does not modify or amend the Original Filing and all other information included in the Original Filing remains unchanged. All references in the Amendment to the Voting Agreement or Exhibit 2 shall hereinafter be deemed to refer to Exhibit 2 filed herewith. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Filing.

Item 4. Purpose of Transaction.

      Merger Agreement

     (a) – (b) As of December 22, 2008, the Issuer, PHI, PH Sub and (solely with respect to certain limited sections of the agreement) Piramal entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Issuer will merge with and into PH Sub (the “Merger”), and PH Sub will continue as the surviving corporation in the Merger as a wholly-owned subsidiary of PHI. At the Effective Time (as defined in the Merger Agreement), each outstanding share of the Common Stock will be converted into the right to receive $0.12 in cash, without interest.

     The Issuer, PHI and PH Sub have made customary representations and warranties and covenants in the Merger Agreement. The completion of the Merger is subject to customary closing conditions, including the approval of the Issuer’s stockholders.

     The Merger Agreement contains certain termination rights of PHI and the Issuer and provides that, upon the termination of the Merger Agreement under certain circumstances, the Issuer would be required to pay PHI a termination fee of $1,200,000 plus PHI’s and PH Sub’s out-of-pocket expenses incurred in connection with the Merger Agreement. The Merger is currently expected to close in the first calendar quarter of 2009.

     The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, filed as Exhibit 2.1 to the Issuer’s Form 8-K filed on December 23, 2008 and incorporated herein by reference.

      Voting Agreement

     In connection with the Merger Agreement, and as a condition and inducement to PHI’s and PH Sub’s willingness to enter into the Merger Agreement, the officers, directors and certain stockholders of the Issuer (each a “Stockholder” or collectively, the “Stockholders”) entered into a Voting Agreement with PHI with respect to all shares of Common Stock that each Stockholder holds of record (collectively, the “Subject Shares”).

     Pursuant to the Voting Agreement, each Stockholder granted to PHI or any designee of PHI an irrevocable proxy to vote the Subject Shares in accordance with the provisions of the Voting Agreement, whether in person at a stockholder meeting of the Issuer, by proxy, or by written consent. Each Stockholder affirmed that the proxy is coupled with an interest and shall be irrevocable during the term of the Voting Agreement.

     Each Stockholder agreed, until the termination of the Voting Agreement, at any meeting of the stockholders of the Issuer, however called, or in connection with any written consent of the stockholders of the Issuer, to appear at each such meeting, in person or by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted as present for purposes of establishing a quorum, and each such Stockholder shall vote (or cause to be voted) or act by written consent with respect to all of its Subject Shares that are beneficially owned by each such Stockholder or its affiliates or as to which such Stockholder has, directly or indirectly, the right to vote or direct the voting of the Subject Shares (i) in favor of adopting the Merger Agreement, including the agreement of merger contained therein, the execution and delivery by the Issuer of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and the Voting Agreement and any actions required in furtherance thereof and hereof, (ii) against certain alternative corporate transactions and (iii) against any proposal, action or agreement that would impede, frustrate, prevent or nullify the Voting Agreement or the Merger Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement or which would result in any of the conditions set forth in the Merger Agreement not being fulfilled.

     Each Stockholder also agreed, with limited exception, to not (a) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other

 

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CUSIP No. 60443P103		Page 4 of 6 Pages

arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger, (b) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or (c) commit or agree to take any of the foregoing actions; provided that nothing in the Voting Agreement shall prohibit each such Stockholder from Transferring the Subject Shares to any person that agrees in a writing reasonably satisfactory to PHI to be bound by the terms of the Voting Agreement.

     The Voting Agreement terminates upon the earliest of (a) the Effective Time, (b) the six-month anniversary of the date of the Voting Agreement, (c) the termination of the Merger Agreement in accordance with its terms and (d) the date of any modification to the Merger Agreement in a manner that reduces the amount or form of consideration payable thereunder.

     The foregoing summary of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, filed as Exhibit 2 hereto and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

     (a) Immediately prior to the execution of the Voting Agreement, PHI did not beneficially own any shares of the Common Stock. Upon execution of the Voting Agreement, PHI acquired the right to vote in favor of the Merger (as described in Item 4 above) and, for the purposes of Rule 13d-3 promulgated under the Exchange Act, PHI may be deemed to have become a beneficial owner of 9,900,464 shares of Common Stock, which represents approximately 20.1% of the issued and outstanding shares of Common Stock. This percentage calculation is based on 49,302,462 shares of Common Stock issued and outstanding as of December 22, 2008, which number is based on the representations made by the Issuer in the Merger Agreement. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission by PHI that it is the beneficial owner of any shares of the Common Stock referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by PHI.

     (b) For the purposes of Rule 13d-3 promulgated under the Exchange Act, PHI may be deemed to share the power to vote or to direct the voting of 9,900,464 shares of Common Stock pursuant to the Voting Agreement, as described in Item 4 above.

 

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CUSIP No. 60443P103		Page 5 of 6 Pages

SIGNATURE

     After reasonable inquiry and to the best of his knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Dated this 26th day of January, 2009.

		PIRAMAL HEALTHCARE, INC.
		By:		/s/ Rajesh Laddha
				Rajesh Laddha Secretary and Treasurer

 

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CUSIP No. 60443P103		Page 6 of 6 Pages

EXHIBIT INDEX

Number		Description
1.		Agreement and Plan of Merger, dated December 22, 2008, by and among Piramal Healthcare, Inc., Mayflower Acquisition Corp., Piramal Healthcare LTD. and Minrad International, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Minrad International, Inc. on December 23, 2008).
2.		Voting Agreement, dated December 22, 2008, by and among Piramal Healthcare, Inc. and the persons listed on Schedule I thereto.