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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
CARACO PHARMACEUTICAL LABORATORIES LTD
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(Name of Issuer)
SERIES B CONVERTIBLE PREFERRED STOCK
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(Title of Class of Securities)
14075T 10 7 (underlying common stock)
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(CUSIP Number)
Mr. Dilip S. Shanghvi
Sun Pharmaceutical Industries Ltd.
SPARC
Akota Road, Akota
Vadoadara 390 020 India
With a Copy to:
David B. Braun, Esq.
Butzel Long
150 West Jefferson, Suite 100
Detroit, Michigan 48226
313-983-7454
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2004, May 21, 2004, August 22, 2004 and August 27, 2004
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 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.
SEC 1746 (11-03)
CUSIP No.
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Sun Pharmaceutical Industries Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check 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
India
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7. Sole Voting Power
Number of On an as converted basis the reporting person
3,264,000 owns 18,453,614 shares of voting stock.
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting On an as converted basis the reporting person
3,264,000 owns 18,453,614 shares of voting stock.
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,264,000
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
100%
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14. Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
This statement relates to the Series B Preferred Stock, without par
value (the "Shares"), of Caraco Pharmaceutical Laboratories Ltd., a Michigan
corporation (the "Company"). The principal executive offices of the Company are
located at 1150 Elijah McCoy Drive, Detroit, Michigan 48202.
Item 2. Identity and Background
(a) This statement is being filed pursuant to Rule 13d-(1)(f)
promulgated under the Securities and Exchange Act of 1934, as amended (the
"Act") by Sun Pharmaceutical Industries Limited, a corporation organized under
the laws of India ("Sun" or the "Reporting Person") and its wholly owned
subsidiary corporation, Sun Pharma Global, BVI, a corporation organized under
the laws of the British Virgin Islands ("Sun Global"). Sun and Sun Global are
sometimes individually referred to as a "Reporting Person" and collectively as
the "Reporting Persons."
Information with respect to the Reporting Persons is given solely by
such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of the information by another Reporting Person. By
affixing its signature to this statement, each of the Reporting Persons agrees
that this statement is filed on behalf of such Reporting Person.
(b) -- (c) Sun is a corporation organized under the laws of India. Sun
is a specialty pharmaceutical company. Sun's business address is Acme Plaza,
Andheri Kurla Road, Andheri (E) Mumbai 400059, India.
Pursuant to Instruction C to Schedule 13D under the Act, the directors
and executive officers of Sun and their respective business addresses and
present principal occupations are set forth below:
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE DIRECTORS OF SUN
SR. NAME OF THE DIRECTORS ADDRESS POSITION
NO.
SHRI DILIP S. SHANGHVI C/o Sun Pharmaceutical Industries Ltd The Chairman &
Acme Plaza, Andheri Kurla Road, Managing Director
Andheri (East),
MUMBAI -- 400 059.
SHRI SUDHIR V. VALIA C/o Sun Pharmaceutical Industries Ltd Whole-time Director
Acme Plaza, Andheri Kurla Road,
Andheri (East),
MUMBAI -- 400 059.
SHRI SAILESH T. DESAI C/o Sun Pharmaceutical Industries Ltd Whole-time Director
402, 4th Floor, R. K. Centre,
Fatehgunj Main Road,
BARODA -- 390 002.
SHRI S. MOHANCHAND DADHA C/o Sun Pharmaceutical Industries Ltd Director
10, Jeypore Nagar,
CHENNAI - 600 086.
SHRI HASMUKH S. SHAH C/o Sun Pharmaceutical Industries Ltd Director
402, 4th Floor, R. K. Centre,
Fatehgunj Main Road,
BARODA -- 390 002.
SHRI KEKI MINU MISTRY C/o HDFC Limited Director
Ramon House, 5th Floor,
H. T. Parekh Marg,
169, Backbay Reclamation,
Churchgate, Mumbai -- 400 020.
SHRI ASHWIN S. DANI C/o Asian Paints (India) Ltd., Director
6-A, SHANTI NAGAR,
SANTACRUZ (EAST),
MUMBAI - 400055
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE EXECUTIVE OFFICERS OF
SUN
Mr. Harin P. Mehta Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India
Mr. Rakesh Mehta Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Sr.Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India (International
Marketing)
Mr. Abhay Gandhi Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Sr.Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India (International
Marketing)
Mr. T.K.Roy Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Sr.Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India (Marketing)
Mr. Lokesh Sibbal Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India (Marketing)
Ms. Sharda Crishna Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President
Maharashtra, India (Marketing)
Mr. Kamlesh M. Dudhara SPARC, Akota Road, Akota, Baroda-390 020 Sr.Vice
Gujarat, India President
--
Formulations
Dr. T. Rajmannar SPARC, Akota Road, Akota, Baroda-390 020 Sr.Vice
Gujarat, India President
(Organic
Synthesis)
Dr. Amarjit Singh Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Exe. Vice
Kurla Road,Andheri (E) Mumbai -- 400 059 President- R&D
Maharashtra, India
Mr. Kamlesh H Shah Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Company
Kurla Road,Andheri (E) Mumbai -- 400 059 Secretary
Maharashtra, India
15. Mr. Vipul Doshi SPARC, Akota Road, Akota, Baroda-390 020 Sr. Vice
Gujarat, India President
SUN GLOBAL
(b)-(c) Sun Global is a corporation organized under the laws of the
British Virgin Islands. Sun Global is a trading company and is a wholly-owned
subsidiary of Sun. Sun Global's business address is Akara Building, 24 De Castro
Street, Wickhams Clay 1 Road, Town Tortola, British Virgin Islands.
Pursuant to Instruction C to Schedule 13D under the Act, the directors
and executive officers of Sun Global and their respective business addresses and
present principal occupations are set forth below:
NAME OF THE DIRECTORS ADDRESS POSITION
SHRI DILIP S. SHANGHVI C/o Sun Pharmaceutical Industries Ltd Director &
Acme Plaza, Andheri Kurla Road, Chairman of Sun
Andheri (East), Global, Chairman
MUMBAI -- 400 059. & Managing
Director of Sun
SHRI SUDHIR V. VALIA C/o Sun Pharmaceutical Industries Ltd Director of Sun Global
Acme Plaza, Andheri Kurla Road, and Whole-time Director
Andheri (East), of Sun
MUMBAI -- 400 059.
SUNIL GANDHI SuGandh Management Consultancy Director of Sun Global,
P.O. Box 12850 Financial Consultant
Dubai, UAE
(d) To the best of its belief and based upon the information available
to the Company, none of the entities or persons identified in this Item 2 has,
during the last five years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) To the best of its belief and based upon the information available
to the Company, none of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a material civil proceeding of a
judicial or administrative body of competent jurisdiction and 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 violation relating to such laws.
(f) Sun is a corporation organized under the laws of India and each of
its executive officers and directors named in this Item 2 are citizens of India.
Sun Global is a corporation organized under the laws of the British Virgin
Islands and each of its executive officers and directors named in this Item 2
are citizens of India.
Item 3. Source and Amount of Funds or Other Considerations.
The Company and Sun Global entered into an agreement (the "Agreement")
in November, 2002 pursuant to which, during a 5 year period, Sun Global was
required to transfer and to sell to the Company the technology for up to 25
generic pharmaceutical products consisting of ANDAs (abbreviated new drug
applications) in exchange for 544,000 shares of Series B Convertible Preferred
Stock for each product.
Pursuant to the Agreement the Company issued the following amounts of Series B
Convertible Preferred Stock on the respective dates.
March 31, 2004 1,632,000
May 21, 2004 544,000
August 22, 2004 544,000
August 27, 2004 544,000
The shares were issued to Sun Global for the technology transfer by Sun
Global of 6 ANDAs deemed to have been delivered under the Agreement.
Item 4. Purpose of Transaction
The purpose of Agreement is to provide the Company with new products
without an impact on the Company's cash flow. Sun Global has determined to
receive shares of Series B Convertible Preferred Stock, no par value
(convertible on a one-for-one basis into shares of Common Stock after a 3 year
holding period). The Series B Convertible Preferred Stock is not entitled to
vote and does not currently pay a dividend.
At this time, except as disclosed above, Sun has no immediate plans or
proposals which relate to or would result in:
1). the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the Company
except for the exercise of stock options which would result
in the acquisition of additional shares;
2). an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company;
3). a sale or transfer of a material amount of assets of the
Company;
4). any change in the present board of directors or management of
the Company, including any plans to change the number or term
of directors except that the board may elect to fill an
existing vacancy on the board;
5). any material change in the present capitalization or dividend
policy of the Company;
6). any other material change in the Company's business or
corporate structure;
7). changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
8). causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
registered national securities association;
9). the Shares becoming eligible for termination pursuant to
Section 12(g)(4) of the Act; or
10). any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
The following information is provided in response to Item 5 of Schedule
13D and is based on a total of 3,264,000 Shares of Series B Preferred Stock
outstanding (based on information from the Company as to the number of Shares
outstanding as of December 31, 2003)
a-b).
Sole Voting Power
3,264,000*
Shared Voting Power
0
Sole Dispositive Power
3,264,000*
Shared Dispositive Power
0
Aggregate Amount Beneficially Owned
100%
* On an as converted basis the reporting person owns 18,453,614 shares of
voting stock.
c). As disclosed in Item 3, Sun Global, in exchange for the delivery of
new products, acquired 3,264,000 shares of Series B Preferred Stock in four
transactions on March 31, 2004, May 22, 2004, August 22, 2004 and August 27,
2004 at prices ranging from $5.21 to $8.57 per share.
d). No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Shares.
e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Company and Sun Global are subject to a Products Agreement dated
November 21, 2002 pursuant to which, Sun Global is required to transfer and sell
to the Company the technology for up to 25 generic pharmaceutical products
consisting of ANDAs (abbreviated new drug applications in exchange for 544,000
Shares for each product.
Sun owns options to purchase an additional 1,679,066 shares of common
stock. The options have exercise prices ranging from $.68 to $3.50 per share and
are immediately exercisable. All of the options expire prior to October 18, 2006
except for 2,400 options which expire on or prior to September 8, 2007.
Item 7. Material to be Filed as Exhibits
None
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: November 19, 2004
Sun Pharmaceutical Industries Limited
By: /s/ Dilip S. Shanghvi
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Dilip S. Shanghvi
Chairman and
Managing Director