SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
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)
June 19,
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 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)
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1.
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Name
of Reporting Person. I.R.S. Identification No. of above
person
MacAndrews
& Forbes Holdings Inc.
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds
WC
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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)
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o
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
9,807,375
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
9,807,375
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||||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
9,807,375
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13.
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Percent
of Class Represented by Amount in Row (11)
24.72%
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14.
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Type
of Reporting Person
CO
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1.
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Name
of Reporting Person. I.R.S. Identification No. of above
person
MacAndrews
& Forbes LLC
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|||||
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
o
(b)
o
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||||
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3.
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SEC
Use Only
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|||||
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4.
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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)
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o
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||||
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6.
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Citizenship
or Place of Organization
Delaware
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
|
Sole
Voting Power
0
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||||
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8.
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Shared
Voting Power
9,807,375
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|||||
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9.
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Sole
Dispositive Power
0
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|||||
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10.
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Shared
Dispositive Power
9,807,375
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|||||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
9,807,375
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|||||
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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||||
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13.
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Percent
of Class Represented by Amount in Row (11)
24.72%
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|||||
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14.
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Type
of Reporting Person
CO
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|||||
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1.
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Name
of Reporting Person. I.R.S. Identification No. of above
person
TransTech
Pharma, Inc.
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||||
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
o
(b)
o
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|||
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3.
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SEC
Use Only
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||||
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4.
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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)
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o
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|||
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6.
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Citizenship
or Place of Organization
Delaware
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||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
|
Sole
Voting Power
0
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|||
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8.
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Shared
Voting Power
5,296,634
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||||
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9.
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Sole
Dispositive Power
0
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||||
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10.
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Shared
Dispositive Power
5,296,634
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||||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,296,634
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||||
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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|||
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13.
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Percent
of Class Represented by Amount in Row (11)
14.8%
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||||
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14.
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Type
of Reporting Person
CO
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This
statement ("Amendment No. 4") amends and supplements the statement on Schedule
13D, dated August 13, 2003, as amended by Amendment No. 1 thereto dated October
14, 2003, Amendment No. 2 thereto dated January 8, 2004 and Amendment No. 3
thereto dated November 29, 2007 (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"), MacAndrews & Forbes LLC (formerly known as
MacAndrews & Forbes Inc., formerly known as MacAndrews & Forbes Holdings
Inc.), a Delaware limited liability company ("MacAndrews & Forbes"), and
TransTech Pharma, Inc., a Delaware corporation ("TransTech"), 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. 4
is being filed by Holdings, MacAndrews & Forbes and 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. Ronald O. Perelman ("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 408, 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 3. Source and
Amount of Funds or Other Consideration
Item
3 is hereby amended by adding the following at the end thereof:
MacAndrews
& Forbes received the Commitment Fee Warrants (as defined in Item 4) as
consideration for entering into the Letter Agreement (as defined in Item 4), and
no additional consideration was paid for such Commitment Fee
Warrants. MacAndrews & Forbes intends to fund the transactions
contemplated by the Letter Agreement, which are described in Item 4, with cash
on hand.
Item 4. Purpose of
Transaction
Item
4 is hereby amended by adding the following at the end thereof:
On
June 19, 2008, MacAndrews & Forbes entered into a letter agreement (the
"Letter Agreement") with the Company that provides that for a period of one
year, (i) MacAndrews & Forbes commits to invest, at the Company's option, up
to an aggregate of $8,000,000 in one or more but not more than three tranches
(such commitment, the "Investment Commitment") and (ii) MacAndrews & Forbes
may, at MacAndrews & Forbes' option, elect to invest up to $8,000,000 in the
Company in one or more but not more than three tranches on the terms of the
Investment Commitment (such option, the "Investment Option"); provided that in
no event will the aggregate amount of the investments pursuant to the Investment
Commitment and the Investment Option exceed $8,000,000.
Upon
either of the Company's election to effect an investment pursuant to the
Investment Commitment or MacAndrews & Forbes' election to effect an
investment pursuant to the Investment Option (each, an "Investment"), the
Company shall issue to MacAndrews & Forbes: (i) such number of shares of
Common Stock, with a value equal to the Investment, at a per share valuation
("Per Share Price") equal to the lesser of (A) $3.06 and (B) the average of the
volume-weighted average price per share for the 5 trading days immediately
preceding each funding date and (ii) warrants (the "Consideration Warrants"),
for no additional consideration, to purchase a number of shares of Common Stock
of the Company equal to 40% of the shares issued on such funding date, at an
exercise price per share equal to 115% of the Per Share Price on such funding
date, payable in cash or by cashless exercise, exercisable for a period of four
years commencing on the date of issuance of such Consideration
Warrants. The closing of each Investment will be subject to customary
conditions, including, without limitation (i) the Company being in compliance
with all applicable Nasdaq Marketplace Rules (both before and after giving
effect to the applicable closing), (ii) the Common Stock remaining listed for
trading on the Nasdaq Capital Market and (iii) the shares of Common Stock to be
then issued having been approved for listing for trading on the Nasdaq Capital
Market.
To
the extent that the consummation of any portion of the transactions contemplated
by the Letter Agreement would require shareholder approval under applicable NASD
rules, the Company shall be obligated to consummate only that portion of the
transaction that will not require such shareholder approval.
On
June 19, 2008, in consideration for MacAndrews & Forbes entering into the
Letter Agreement, the Company issued to MacAndrews & Forbes warrants (the
"Commitment Fee Warrants") to purchase 238,000 shares of Common Stock, at an
exercise price per share of $3.06, payable in cash or by cashless
exercise. The Commitment Fee Warrants are exercisable until June 19,
2012.
The
Consideration Warrants and Commitment Fee Warrants shall be subject to the
Registration Rights Agreement, dated as of August 13, 2003, by and among
MacAndrews & Forbes and the Company, as it may be amended from time to
time.
The
Letter Agreement is binding on the parties. The completion of the
transactions contemplated by the Letter Agreement are subject, among other
things, to the negotiation and execution of a definitive agreement acceptable to
each of the parties. The Letter Agreement will terminate on June 19,
2009 if the definitive documents contemplated thereunder have not been executed
on or prior to such date.
The
foregoing summaries of the Letter Agreement and the Commitment Fee Warrants are
not complete and are subject in their entirety to the Letter Agreement and the
Commitment Fee Warrants themselves, which are filed as Exhibits 23 and 24 hereto
and are incorporated herein by reference.
Item 5. Interest in Securities of the
Issuer
(a)-(b)
Item 5(a)-(b) 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 March 31, 2008, there were 34,006,048 shares of Common Stock
outstanding as of May 2, 2008. The Reporting Persons (other than
TransTech) may be deemed to share beneficial ownership of 9,807,375 shares of
Common Stock (assuming that the Reporting Persons have the right to acquire,
pursuant to the Letter Agreement, 2,614,379 shares of Common Stock and
Consideration Warrants to purchase 1,045,751 shares of Common Stock, which
represents the maximum Investment permitted by the Letter Agreement, at a Per
Share Price of $3.06 (which is the Per Share Price assuming a funding date of
June 24, 2008)), representing approximately 24.72% of the Common Stock deemed to
be outstanding (which includes 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 (including the Commitment Fee 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 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.
Paul
G. Savas, a Director of the Company and a Director of TransTech and the
Executive Vice President and Chief Financial Officer of Holdings, may be deemed
to beneficially own 91,664 shares of Common Stock, representing approximately
0.3% of the Common Stock outstanding (which includes certain shares of Common
Stock deemed to be beneficially owned by Mr. Savas but not
outstanding).
Dr.
Adnan M. Mjalli, a Director of the Company and the President and Chief Executive
Officer or TransTech, may be deemed to beneficially own 65,000 shares of Common
Stock, representing approximately 0.2% of the Common Stock outstanding (which
includes certain shares of Common Stock deemed to be beneficially owned by Mr.
Mjalli but not outstanding).
(c)
The following transactions were effected during the past sixty days by the
persons named above:
As
described in Item 4 above, on June 19, 2008, MacAndrews & Forbes entered
into the Letter Agreement and acquired the Commitment Warrants in a privately
negotiated transaction.
On
May 14, 2008, Paul G. Savas acquired options to purchase 10,000 shares of Common
Stock of the Company, at an exercise price of $3.53 per share pursuant to the
Amended and Restated 1996 Incentive and Non-Qualified Stock Option
Plan.
On
May 14, 2008, Adnan M. Mjalli acquired options to purchase 10,000 shares of
Common Stock of the Company, at an exercise price of $3.53 per share pursuant to
the Amended and Restated 1996 Incentive and Non-Qualified Stock Option
Plan.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer
Item
6 is hereby amended by adding the following at the end thereof:
For
a discussion of the Letter Agreement and Commitment Fee Warrants, see Item
4.
Item
7. Material to be Filed as Exhibits
Exhibits
23 and 24 are added to the response to Item 7.
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Exhibit
23
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Letter
Agreement, dated June 19, 2008, between MacAndrews & Forbes and the
Company (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed by the Company on June 23, 2008).
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Exhibit
24
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Commitment
Fee Warrants (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed by the Company on June 23,
2008).
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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:
June 25, 2008
MACANDREWS
& FORBES HOLDINGS INC.
MACANDREWS
& FORBES LLC
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By:
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/s/
Barry F. Schwartz
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Name:
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Barry
F. Schwartz
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Title:
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Executive
Vice Chairman
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TRANSTECH
PHARMA, INC.
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By:
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/s/
Anne L. Showalter
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Name:
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Anne
L. Showalter
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Title:
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Senior
Vice President –
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Legal
Affairs and Secretary
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Exhibit Index
Exhibits
23 and 24 are added to the Exhibit Index.
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Exhibit
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Document
|
|
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Exhibit
23
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Letter
Agreement, dated June 19, 2008, between MacAndrews & Forbes and the
Company (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed by the Company on June 23, 2008).
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Exhibit
24
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Commitment
Fee Warrants (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed by the Company on June 23,
2008).
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