SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C.
20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
SIGA
Technologies, Inc.
(Name
of issuer)
Common
Stock, par value $0.0001 per share
(Title
of class of securities)
826917-10-6
(CUSIP
number)
Barry
F. Schwartz
35
East 62nd Street
New
York, New York 10021
(212)
572-8600
(Name,
address and telephone number of person
authorized
to receive notices and communications)
November
29, 2007
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), 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 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
("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)
1
CUSIP
No. 826917-10-6
|
1.
|
Name
of Reporting Person. I.R.S. Identification No. of above
person
MacAndrews
& Forbes Holdings Inc.
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||||
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2.
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Check
the Appropriate Box if a Member of a Group
|
(a)
o
(b)
o
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|||
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3.
|
SEC
Use Only
|
||||
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4.
|
Source
of Funds
WC
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||||
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
|
o
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|||
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6.
|
Citizenship
or Place of Organization
Delaware
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||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|||
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8.
|
Shared
Voting Power
5,909,245
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||||
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9.
|
Sole
Dispositive Power
0
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||||
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10.
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Shared
Dispositive Power
5,909,245
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||||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,909,245
|
||||
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
|||
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13.
|
Percent
of Class Represented by Amount in Row (11)
16.6%
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||||
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14.
|
Type
of Reporting Person
CO
|
||||
2
CUSIP
No. 826917-10-6
|
1.
|
Name
of Reporting Person. I.R.S. Identification No. of above
person
MacAndrews
& Forbes Inc.
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
(b)
o
|
|||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds
WC
|
||||
|
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
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|||
|
8.
|
Shared
Voting Power
5,909,245
|
||||
|
9.
|
Sole
Dispositive Power
0
|
||||
|
10.
|
Shared
Dispositive Power
5,909,245
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,909,245
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
16.6%
|
||||
|
14.
|
Type
of Reporting Person
CO
|
||||
3
CUSIP
No. 826917-10-6
|
1.
|
Name
of Reporting Person. I.R.S. Identification No. of above
person
TransTech
Pharma, Inc.
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
(b)
o
|
|||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds
WC
|
||||
|
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
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
0
|
|||
|
8.
|
Shared
Voting Power
5,296,634
|
||||
|
9.
|
Sole
Dispositive Power
0
|
||||
|
10.
|
Shared
Dispositive Power
5,296,634
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,296,634
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
14.8%
|
||||
|
14.
|
Type
of Reporting Person
CO
|
||||
4
This
statement ("Amendment No. 3")
amends and supplements the statement on Schedule 13D, dated August 13, 2003,
as
amended by Amendment No. 1 thereto dated October 14, 2003 and Amendment No.
2
thereto dated January 8, 2004 (as so amended, the “Schedule 13D”), filed with
the Securities and Exchange Commission by MacAndrews & Forbes Holdings Inc.
(formerly known as Mafco Holdings Inc.), a Delaware corporation ("Holdings"),
and MacAndrews & Forbes Inc. (formerly known as MacAndrews & Forbes
Holdings Inc.), a Delaware corporation ("MacAndrews & Forbes"), relating to
the shares of common stock, par value $0.0001 per share ("Common Stock"),
of
SIGA Technologies, Inc., a Delaware corporation (the "Company"). This Amendment
No. 3 is being filed by Holdings, MacAndrews & Forbes and TransTech Pharma,
Inc., a Delaware corporation ("TransTech"), with respect to shares of Common
Stock that may be deemed to be beneficially owned by the Reporting Persons.
MacAndrews & Forbes is a holding company and a direct wholly owned
subsidiary of Holdings. TransTech is a corporation in which Mr. Perelman
has a
direct ownership interest. Mr. Perelman may be deemed to beneficially own
the
securities deemed to be beneficially owned by TransTech. The Company
has its principal executive offices at 420 Lexington Avenue, Suite 601, New
York, New York 10170. Capitalized terms used herein shall have the meanings
ascribed to them in the Schedule 13D unless otherwise defined
herein.
Item
2. Identity and Background.
Item
2 is hereby amended by adding the following at the end thereof:
(a)-(c) A
restated Schedule I, which includes the identity, business address and
occupation or employment information for the directors of Holdings and the
executive officers of each of the Reporting Persons, is attached
hereto.
Each
of the persons named on Schedule I
(the “Schedule I
Persons”) is a United
States citizen. During the last five years, none of the Reporting
Persons or the
Schedule I Persons has (i) been convicted in a criminal proceeding (excluding
minor traffic violations or similar misdemeanors), or (ii) been a party to
a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as 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 violations with respect
to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
following is added to the response to Item 3:
As
described in Item 5 below, on
November 29, 2007, MacAndrews & Forbes acquired 288,474 shares of Common
Stock for an aggregate purchase price of $1,047,161, which funds were obtained
from cash on hand.
Item
5. Interest in Securities of the Issuer.
Item
5 is hereby amended by adding the
following at the end thereof:
Based
upon information contained in the
Quarterly Statement on Form 10-Q for the period ended September 30, 2007,
there
were 33,900,561 shares of Common Stock outstanding as of November 7, 2007.
The
Reporting Persons (other than TransTech) may be deemed to share beneficial
ownership of 5,909,245 shares of Common Stock, representing approximately
16.6%
of the Common Stock deemed to be outstanding (which includes certain shares
of
Common Stock deemed to be beneficially owned by the Reporting Persons (other
than TransTech) but not outstanding). The Reporting Persons (other than
TransTech) have shared power to vote and dispose of the shares of Common
Stock
that they own or would own upon exercise of the Warrants held by such Reporting
Persons.
In
addition, TransTech may be deemed to
have beneficial ownership of 5,296,634 shares of Common Stock, representing
approximately 14.8% of the Common Stock deemed to be outstanding (which includes
certain shares of Common Stock deemed to be beneficially owned by TransTech
but
not outstanding). TransTech has sole power to vote and dispose of the shares
of
Common Stock that it owns or would own upon exercise of the TransTech
Warrant.
5
Dr.
Eric A. Rose, the Chief Executive
Officer and Chairman of the Board of the Company and a Director of TransTech,
beneficially owns 918,610 shares of Common Stock (which includes certain
shares
of Common Stock deemed to be beneficially owned by Dr. Rose but not
outstanding), representing approximately 2.6% of the Common Stock
outstanding.
Donald
G. Drapkin, a Director of
TransTech, beneficially owns 1,818,326 shares of Common Stock (which includes
certain shares of Common Stock deemed to be beneficially owned by Mr. Drapkin
but not outstanding), representing approximately 5.1% of the Common Stock
outstanding.
Barry
F. Schwartz, a Director of
TransTech and the Executive Vice Chairman of Holdings and MacAndrews &
Forbes, beneficially owns 52,966 shares of Common Stock (which includes
certain
shares of Common Stock deemed to be beneficially owned by Mr. Schwartz
but not
outstanding), representing approximately 0.2% of the Common Stock
outstanding.
Paul
G. Savas, a Director of TransTech
and the Executive Vice President and Chief Financial Officer of Holdings,
beneficially owns 81,664 shares of Common Stock (which includes certain shares
of Common Stock deemed to be beneficially owned by Mr. Savas but not
outstanding), representing approximately 0.2% of the Common Stock
outstanding.
Dr.
Adnan M. Mjalli, the President and
Chief Executive Officer or TransTech, beneficially owns 55,000 shares of
Common
Stock (which includes certain shares of Common Stock deemed to be beneficially
owned by Mr. Mjalli but not outstanding), representing approximately 0.2%
of the
Common Stock outstanding.
(c) The
following transactions were effected during the past sixty days by the persons
named above:
On
November 29, 2007, MacAndrews &
Forbes acquired 288,474 shares of Common Stock for a purchase price of $3.63
per
share in a privately-negotiated transaction.
6
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information in this statement is true, complete and correct.
Dated:
December 6, 2007
MACANDREWS
& FORBES HOLDINGS INC.
MACANDREWS
& FORBES INC.
|
By:
|
/s/
Barry F. Schwartz
|
|||
|
Name:
|
Barry
F. Schwartz
|
|||
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Title:
|
Executive
Vice Chairman
|
|||
TRANSTECH
PHARMA, INC.
|
By:
|
/s/
Anne L. Showalter
|
|||
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Name:
|
Anne
L. Showalter
|
|||
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Title:
|
Senior
Vice President –
|
|||
|
Legal
Affairs and Secretary
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||||
7
AMENDED
AND RESTATED SCHEDULE I
DIRECTORS
AND EXECUTIVE OFFICERS
OF
MACANDREWS & FORBES HOLDINGS INC., MACANDREWS & FORBES INC.
AND
TRANSTECH
PHARMA, INC.
The
name, business address, present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of MacAndrews & Forbes
Holdings Inc., MacAndrews & Forbes Inc. and TransTech Pharma, Inc. are set
forth below. If no business address is given for a director or officer of
MacAndrews & Forbes Holdings Inc. or MacAndrews & Forbes Inc., the
director's or officer's address is MacAndrews & Forbes Holdings Inc., 35
East 62nd Street, New York, New York 10021. If no business address is given
for
a director or officer of TransTech Pharma, Inc., the director's or officer's
address is TransTech Pharma, Inc., 4170 Mendenhall Oaks Parkway, Suite 110,
High
Point, North Carolina 27265.
|
Name
and Position
|
|
|
(if
different from
|
|
|
Principal
Occupation
|
Present
Principal Occupation or
|
|
or
Employment)
|
Employment
and Address
|
|
Ronald
O. Perelman
|
Director,
Chairman and Chief Executive Officer of MacAndrews
&
|
|
Forbes
Holdings Inc.
|
|
|
Barry
F. Schwartz
|
Director,
Executive Vice Chairman of MacAndrews & Forbes
Holdings Inc.
|
|
Paul
G. Savas
|
Executive
Vice President and Chief Financial Officer of
|
|
MacAndrews
& Forbes Holdings Inc.
|
8
MACANDREWS
& FORBES INC.
|
Name
and Position
|
|
|
(if
different from
|
Present
Principal Occupation or
|
|
Principal
Employment)
|
Employment
and Address
|
|
Ronald
O. Perelman
|
Director,
Chairman and
|
|
Director,
Chairman and
|
Chief
Executive Officer of
|
|
Chief
Executive Officer
|
MacAndrews
& Forbes Holdings Inc.
|
|
Barry
F. Schwartz
|
Director,
Executive Vice Chairman
|
|
Executive
Vice Chairman
|
of
MacAndrews & Forbes Holdings
Inc.
|
|
|
|
9
TRANSTECH
PHARMA, INC.
|
Name
and Position
|
|
|
(if
different from
|
Present
Principal Occupation or
|
|
Principal
Employment)
|
Employment
and Address
|
|
Adnan
M. M. Mjalli, Ph.D.
|
Director,
President and Chief Executive Officer
|
|
Eric
Rose, M.D.
|
Valentine
Mott/Johnson and Johnson Professor and
|
|
Director
|
Chairman
of the Department of Surgery at Columbia
|
|
University
and Surgeon-in-Chief of The Presbyterian
|
|
|
Hospital
|
|
|
Donald
G. Drapkin
|
Vice Chairman of Lazard International |
| Director | |
|
Barry
F. Schwartz
|
Director,
Executive Vice Chairman of MacAndrews &
|
|
Director
|
Forbes
Holdings Inc.
|
| Paul G. Savas | Executive Vice President and Chief Financial Officer of |
| Director | MacAndrews & Forbes Holdings Inc. |
|
Anne
L. Showalter
|
Senior
Vice President –
Legal
Affairs and Secretary
|
|
Stephen
L. Holcomb
|
Senior
Vice President –
Chief
Financial Officer and
|
|
Treasurer
|
|
|
Stephen
J. Ireland
|
Senior
Vice President –
Business
Development
|
10