<PAGE> 1
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Akorn, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
----------------------------
(CUSIP Number)
John N. Kapoor Copy To: Christopher R. Manning
EJ Financial Enterprises, Inc. Burke, Warren & MacKay, P.C.
225 E. Deerpath, Suite 250 330 N. Wabash, 22nd Floor
Lake Forest, IL 60045 Chicago, IL 60611
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1996
--------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
SEC 1746 (12-91)
Page 1 of 9 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 9 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John N. Kapoor Trust, dated September 20, 1989
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,297,000 (But see Items 2 and 5)
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
-0-
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,297,000 (But see Items 2 and 5)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,297,000 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 3 OF 9 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John N. Kapoor
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,318,484 (But see Items 2 and 5)
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0- (But see Items 2 and 5)
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,318,484 (But see Items 2 and 5)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- (But see Items 2 and 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,318,484 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 4 OF 9 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EJ Financial Investments VIII, L.P.
36-4132628
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Issuance of partnership units
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
-
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,000,000 (But see Items 2 and 5)
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0- (But see Items 2 and 5)
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,000,000 (But see Items 2 and 5)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- (But see Items 2 and 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 5 OF 9 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Editha Kapoor
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 30,000 (But see Items 2 and 5)
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0- (But see Items 2 and 5)
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
30,000 (But see Items 2 and 5)
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- (But see Items 2 and 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2 (But see Items 2 and 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
This Amendment No. 5 (the "Amendment") to Schedule 13D is filed jointly
by the John N. Kapoor Trust, dated September 20, 1989 (the "Trust"), of which
John N. Kapoor is Trustee and sole beneficiary, John N. Kapoor, Editha Kapoor,
wife of John N. Kapoor, and EJ Financial Investments VIII, L.P., a Delaware
limited partnership ("EJ VIII"), of which John N. Kapoor is managing general
partner and Editha Kapoor is the other general partner. This Amendment relates
to the common stock, no par value ("Akorn Common Stock") of Akorn, Inc., a
Louisiana corporation ("Akorn"), and is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
Item 2 IDENTITY AND BACKGROUND. The Trust is an Illinois trust, dated
September 20, 1989, of which John N. Kapoor is the Trustee and sole
beneficiary. EJ VIII is a Delaware limited partnership which was
formed to hold the investment in the Issuer. The address of EJ VIII's
principal business and principal office is 225 East Deerpath, Suite
250, Lake Forest, Illinois 60045. John N. Kapoor and Editha Kapoor
are each residents of the United States. At the present time, John N.
Kapoor is President and Chairman of the Board of Directors of EJ
Financial Investments, Inc., a Delaware corporation ("EJFI"), 225 East
Deerpath, Suite 250, Lake Forest, Illinois 60045. At the present
time, Editha Kapoor is a consultant for EJFI. During the last five
years, neither the Trust, John N. Kapoor, Editha Kapoor nor EJ VIII
(i) has been convicted in a criminal proceeding excluding traffic
violations or similar misdemeanors, or (ii) was 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 activity 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 shares of
Akorn Common Stock owned by EJ VIII and subject to this Amendment were
obtained on December 5, 1996 from the Trust in exchange for 2,000
general partnership units and 98,000 limited partnership units in EJ
VIII. Options to purchase 85,938 shares of Akorn Common Stock held by
John N. Kapoor (the "Option Shares"), were acquired by John N. Kapoor
on October 26, 1996. Twenty-five percent (25%) of the Option Shares
were exercisable upon receipt and twenty-five percent (25%) of the
remaining options will become exercisable on the first, second and
third anniversaries of Kapoor's receipt thereof. The exercise price
for the Option Shares is $2.13 per share. In consideration of
Kapoor's service to Akorn's board of
Page 6 of 9 pages
<PAGE> 7
directors, the Trust received options to purchase 20,000 shares
of Akorn Common Stock exercisable as follows:
<TABLE>
<CAPTION>
NO. OF SHARES EXERCISE PRICE EXPIRATION
<S> <C> <C>
5,000 $2.0625 January 22, 1998
5,000 $3.50 November 16, 1998
5,000 $3.50 October 29, 1999
5,000 $2.75 October 28, 2000
</TABLE>
Item 4 PURPOSE OF TRANSACTION. The shares of Akorn Common Stock to which
this Statement relates are held by the Reporting Persons solely for
investment purposes, and the transactions described herein have been
consummated by the Reporting Persons for estate planning purposes.
Item 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, (i) the Trust owns (A) 1,277,000 shares of
Akorn Common Stock representing 7.7% of the issued and
outstanding shares of Akorn Common Stock, (B) warrants to
purchase 1,000,000 shares of Akorn Common Stock representing 6.0%
of the issued and outstanding shares of Akorn Common Stock, and
(C) options to purchase 20,000 shares of Akorn Common Stock
representing .1% of the issued and outstanding shares of Akorn
Common Stock; (ii) John N. Kapoor owns (A) vested options to
purchase 21,484 shares of Akorn Common Stock representing .1% of
the issued and outstanding shares of Akorn Common Stock, (B)
2,297,000 shares of Akorn Common Stock (including the warrants)
representing 13.9% of the issued and outstanding shares of Akorn
Common Stock through the Trust, and (C) 2,000,000 shares of
Akorn Common Stock, representing 12.1% of the issued and
outstanding shares of Akor Common Stock in his capacity as
General Partner of EJ VIII; (iii) Editha Kapoor owns 30,000
shares of Akorn Common Stock representing .2% of the issued and
outstanding shares of Akorn Common Stock in her capacity as
Trustee of three trusts established for the benefit of the
children of John Kapoor and Editha Kapoor (the "Childrens'
Trusts"); and (iv) EJ VIII owns 2,000,000 shares of Akorn Common
Stock representing 12.1% of the issued and outstanding shares
of Akorn Common Stock.
(b) The Trust has sole voting and dispositive power over 2,297,000
shares of Akorn Common Stock (including 1,000,000 shares which
may be acquired by exercise of the warrant) and does not share
voting power or dispositive power over any other shares of Akorn
Common Stock. John N. Kapoor has sole voting and dispositive
power over 4,318,484 shares of Akorn Common Stock
Page 7 of 9 pages
<PAGE> 8
(comprised of the shares of Akorn Common Stock held by the Trust
and EJ VIII, warrants to purchase 1,000,000 shares held by the
Trust and the Option Shares). Editha Kapoor has sole voting and
dispositive power over 30,000 shares of Akorn Common Stock
representing the shares held in the Childrens' Trusts. EJ VIII
has sole voting and dispositive power over 2,000,000 shares of
Akorn Common Stock and does not share voting or dispositive
power over any other shares of Akorn Common Stock.
(c) Except as set forth above, the Reporting Persons do not
beneficially own any shares of Akorn Common Stock and have
effected no transactions in shares of Akorn Common Stock during
the preceding 60 days.
(d) Inapplicable.
(e) Inapplicable.
Page 8 of 9 pages
<PAGE> 9
SIGNATURE
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.
John N. Kapoor Trust
dated September 20, 1989
February 11, 1997 By: s/ John N. Kapoor
---------------------
John N. Kapoor as Trustee
February 11, 1997 s/ John N. Kapoor
-------------------------
John N. Kapoor
February 11, 1997 s/ Editha Kapoor
----------------------
Editha Kapoor
EJ FINANCIAL INVESTMENTS VIII, L.P.
February 11, 1997 By: s/ John N. Kapoor
--------------------
John N. Kapoor, Managing
General Partner
Page 9 of 9 pages
<PAGE> 10
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Akorn, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
-------------------------------------
John N. Kapoor (CUSIP Number) Copy to: Thomas A. Cole, Esq.
EJ Financial Enterprises, Inc. Sidley & Austin
225 E. Deerpath, Suite 250 One First Nat'l Plaza
Lake Forest, IL 60045 Chicago, IL 60603
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1990
-------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
Page 1 of 8 Pages
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 8 PAGES
------------------
=============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. John N. Kapoor Trust dated September 20, 1989, and
2. John N. Kapoor SS ####-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1. Illinois
2. United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,000,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
22.4%
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
1. OO
2. IN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 12
This Schedule 13D filed jointly by the John N. Kapoor Trust dated
September 20, 1989 (the "Trust") and John N. Kapoor, Trustee and sole
beneficiary of the Trust ("Kapoor"), relates to the common stock, no par
value ("Akorn Common Stock"), of Akorn, Inc., a Louisiana corporation
("Akorn"), and is being filed pursuant to Rule 13d-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Item 1. Security and Issuer.
This statement relates to the Akorn Common Stock. Akorn is a
Louisiana corporation, the principal executive offices of which are located at
100 Akorn Drive, Abita Springs, LA 70420.
Item 2. Identity and Background.
(a) This statement is being filed by the Trust and Kapoor.
(b) The business address of the Trust and Kapoor is: c/o EJ
Financial Enterprises, Inc., 225 East Deerpath, Suite 250, Lake Forest, IL
60045.
(c) Kapoor is the President and Chairman of EJ Financial
Enterprises, Inc. at the address set forth above.
(d) During the last five years, Kapoor has not been convicted in a
criminal proceeding (excluding traffic violations or other similar
misdemeanors).
(e) During the last five years, Kapoor has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
the result of which would make him subject to any 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 with
respect to such laws.
(f) The Trust is organized under the laws of the State of
Illinois. Kapoor is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On November 15, 1990, the Trust purchased 1,000,000 shares of Akorn
Common Stock for $1,500,000 paid in immediately available funds of the Trust.
Item 4. Purpose of Transaction.
On November 15, 1990 the Trust entered into a Stock Purchase Agreement
(the "Purchase Agreement") with Akorn whereby the Trust acquired 1,000,000
shares of Akorn Common Stock for investment purposes for the amount of
$1,500,000.
Page 3 of 8
<PAGE> 13
The Trust has acquired the shares of Akorn Common Stock as an
investment and intends to continue to review Akorn's business affairs and
general economic and industry conditions. Based on such review, the Trust
will, on an ongoing basis, evaluate various alternative courses of action
including additional capital investments in Akorn, including but not limited to
investments upon exercise of the Warrant described below. Alternatively, the
Trust may (i) sell all or a portion of its holdings in Akorn in the open market
(subject to the requirements of Rule 144 and its rights under the Stock
Registration Rights Agreement described below) or in privately negotiated
transactions or (ii) pursuant to certain rights granted to the Trust contained
in the Purchase Agreement, seek rescission of the Purchase Agreement within a
specified period if Akorn fails to satisfy certain obligations contained
therein and require Akorn to repurchase all of the Akorn Common Stock acquired
by the Trust under the Purchase Agreement.
In connection with the Stock Purchase Agreement, the Trust was also
granted a Common Stock Purchase Warrant dated November 15, 1990 (the "Warrant")
under which the Trust received the right to purchase up to an additional
2,000,000 shares of Akorn Common Stock, subject to the operation of
anti-dilution provisions. The Warrant terminates on November 15, 1993. The
terms of the Warrant provide that the Trust (and certain permitted transferees
and assigns) may exercise the Warrant over the following periods at the listed
exercise prices:
November 15, 1990 to November 15, 1991 -- $1.50 per share
November 16, 1991 to November 15, 1992 -- $1.75 per share
November 16, 1992 to November 15, 1993 -- $2.00 per share
The Purchase Agreement and the Warrant contain provisions granting the
Trust, so long as it shall own at least 600,000 shares of Akorn Common Stock,
(i) the right to maintain its percentage ownership of Akorn Common Stock in the
event Akorn shall issue additional Common Stock to third parties (with certain
exceptions), and (ii) rights of first refusal with respect to all or any
portion of shares of Akorn Common Stock proposed to be issued, sold,
transferred or otherwise disposed of to third parties (with certain
exceptions).
The Purchase Agreement and the Warrant also contain provisions which,
at the Trust's request upon exercise of the Warrant, require Akorn to take such
action as is necessary (including amendment to Akorn's Articles of
Incorporation and/or Bylaws) to exempt the Trust from the Louisiana Control
Share Acquisition statute (RS 12:140.11 et seq.). If within 30 days from the
date of such request the Trust is not supplied with evidence of such actions,
the Trust may at any time within 90 days thereafter tender the Warrant to Akorn
for a cancellation payment in respect of that number of shares which would
cause the exercise of the Warrant to result in a Control Share Acquisition. In
addition Akorn's Board of Directors has exempted the Trust and Kapoor (and its
and their present and future affiliates) by resolution from the provisions of
Page 4 of 8
<PAGE> 14
the Louisiana Business Combination statute (RS 12:132 et seq.)
The Purchase Agreement contains provisions which would limit the Trust
from acquiring, without the consent of Akorn, beneficial ownership of
securities of Akorn having more than 25% of the voting power with respect to
the election of directors of Akorn, subject to certain exceptions and
adjustments.
Pursuant to the Purchase Agreement, so long as the Trust owns 600,000
shares of Akorn Common Stock the Trust shall have the right to designate one
director to serve on Akorn's Board of Directors and Akorn's management shall
nominate the Trust's designee and recommend to the Akorn shareholders that they
approve such person as a director of Akorn. The Trust has not designated any
such director as of the date of this filing.
In connection with the Purchase Agreement and Warrant, the Trust and
the Company entered into a Stock Registration Rights Agreement dated as of
November 15, 1990 granting the Trust (and certain permitted transferees and
assigns) one "demand" and unlimited "piggy-back" rights in respect of public
offerings of equity securities of Akorn. Akorn has also agreed that it will
not, without the prior written consent of the Trust and except as described in
the following sentence, create any class, or issue any voting stock with voting
rights unequal to those which currently inure to the Akorn Common Stock. Until
such time as the Warrant has expired unexercised and Kapoor is no longer a
director of Akorn, Akorn has agreed not to (i) create any "poison pill" or any
other similar rights which could be triggered by the Trust on beneficial
ownership of 25% or less of the Akorn Common Stock or (ii) take any other
action which could adversely effect the Trust's ability to exercise the Warrant
without significant adverse effects to its economic interest or rights as a
shareholder.
Item 5. Interest in Securities of the Issuer.
(a) The Trust is the record and beneficial owner of 1,000,000
shares of Akorn Common Stock. In addition, the Trust has the right to acquire
up to an additional 2,000,000 shares of Akorn Common Stock under the Warrant,
subject to the operation of anti-dilution provisions. Kapoor, being the
trustee and sole beneficiary of the Trust, also is deemed to be a beneficial
owner of such 1,000,000 shares and such rights to acquire up to an additional
2,000,000 shares. Based on the number of shares of Akorn Common Stock
outstanding as of November 15, 1990, such 3,000,000 shares represent
approximately 22.4% of the outstanding Akorn Common Stock assuming exercise of
the Warrants, based on Akorn's 10-Q for the quarter ended September 30, 1990.
(b) The number of shares of Akorn Common Stock as to which the
Trust and Kapoor, as trustee and sole beneficiary of the Trust, have:
Page 5 of 8
<PAGE> 15
(i) sole power to vote or to direct the vote is
3,000,000 shares (including 2,000,000 shares which the Trust may
acquire under the Warrant);
(ii) shared power to vote or to direct the vote is
-0- shares;
(iii) sole power to dispose or direct the disposition is
3,000,000 shares (including 2,000,000 shares which the Trust may
acquire under the Warrant); and
(iv) shared power to dispose or to direct the
disposition is -0- shares.
(c) No transactions in Akorn Common Stock were effected by the
Trust or Kapoor within the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Trust and Akorn have entered into the Purchase Agreement and the
Stock Registration Rights Agreement and Akorn has delivered the Warrant to the
Trust, copies of which are attached hereto as Exhibits 1, 3 and 2,
respectively, and incorporated herein by reference. See Item 4 for a
description of the Purchase Agreement, Stock Registration Rights Agreement and
Warrant. Akorn and EJ Financial Enterprises, Inc. have entered into a
Consulting Agreement dated as of November 15, 1990 whereby EJ Financial
Enterprise, Inc. has agreed to provide certain key management consulting
services to Akorn for a period of 3 years. A copy of the Consulting Agreement
is attached hereto as Exhibit 4 and incorporated herein by reference.
Item 7. Materials to be filed as Exhibits.
Exhibit No. Description
1. Stock Purchase Agreement between Akorn and the Trust
dated November 15, 1990.
2. Common Stock Purchase Warrant dated November 15, 1990.
3. Stock Registration Rights Agreement between Akorn and
the Trust dated November 15, 1990.
4. Consulting Agreement between Akorn and EJ Financial
Enterprises, Inc. dated November 15, 1990.
Page 6 of 8
<PAGE> 16
SIGNATURE
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.
/s/ John N. Kapoor
------------------------------
John N. Kapoor
Dated: November 23, 1990
Page 7 of 8
<PAGE> 17
SIGNATURE
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.
John N. Kapoor Trust
dated September 20, 1989
/s/ John N. Kapoor
------------------------------
By: John N. Kapoor as
Trustee
Dated: November 23, 1990
Page 8 of 8
<PAGE> 18
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Akorn, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
-------------------------------------
John N. Kapoor (CUSIP Number) Copy to: Thomas A. Cole, Esq.
EJ Financial Enterprises, Inc. Sidley & Austin
225 E. Deerpath, Suite 250 One First Nat'l Plaza
Lake Forest, IL 60045 Chicago, IL 60603
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 1991
-------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
Page 1 of 5 Pages
<PAGE> 19
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 5 PAGES
------------------
=============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. John N. Kapoor Trust dated September 20, 1989, and
2. John N. Kapoor SS ####-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1. Illinois
2. India
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,000,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
22.4%
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
1. OO
2. IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 20
This Amendment No. 1 to Schedule 13D filed jointly by the John N.
Kapoor Trust dated September 20, 1989 (the "Trust") and John N. Kapoor, Trustee
and sole beneficiary of the Trust ("Kapoor"), relates to the common stock, no
par value ("Akorn Common Stock"), of Akorn, Inc., a Louisiana corporation
("Akorn"), and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Capitalized terms used herein and not otherwise defined
herein have the meanings as set forth in the Schedule 13D to which this
Amendment relates.
Item 4. Purpose of Transaction.
On February 15, 1991 the Trust entered into an Agreement (the
"Agreement") with Akorn whereby the Trust and Akorn made certain covenants and
agreements in furtherance of and relating to the Purchase Agreement.
Under the Agreement, the Trust has agreed not to exercise certain
rights granted to the Trust in the Purchase Agreement allowing it (i) to
rescind the Purchase Agreement within a specified period if Akorn fails to
satisfy certain obligations contained therein and (ii) to require Akorn to
repurchase all of the Akorn Common Stock acquired by the Trust under the
Purchase Agreement.
In addition, the Agreement contains certain amendments to Paragraph 2
of the Warrant. The amended terms of Paragraph 2 of the Warrant provide that
the Trust (and certain permitted transferees and assigns) may exercise the
Warrant over the following periods at the below listed exercise prices:
February 15, 1991 to November 15, 1992 -- $1.50 per share
November 16, 1992 to November 15, 1993 -- $1.75 per share
November 16, 1993 to November 15, 1994 -- $2.00 per share
Furthermore, if certain legislation described in Paragraph 3 of the
Agreement (relating to the statute of limitations applicable to violations of
preemptive rights by Louisiana corporations) is not promulgated by December 31,
1991, then effective January 1, 1992 Paragraph 2 of the Warrant shall, without
any further action by the Trust or Akorn, be amended to provide that the Trust
(and certain permitted transferees and assigns) may exercise the Warrant over
the following periods at the below listed exercise prices:
January 1, 1992 to May 15, 1993 -- $1.50 per share
May 16, 1993 to May 15, 1994 -- $1.75 per share
May 16, 1994 to May 15, 1995 -- $2.00 per share
Page 3 of 5
<PAGE> 21
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Trust and Akorn have entered into the Agreement a copy of which is
attached hereto as Exhibit 5 and incorporated herein by reference. See Item 4
for a description of the Agreement.
Item 7. Materials to be filed as Exhibits.
Exhibit No. Description
5. Agreement among Akorn and the Trust dated February
15, 1991.
SIGNATURE
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.
/s/ John N. Kapoor
-------------------------
John N. Kapoor
Dated: February 25, 1991
Page 4 of 5
<PAGE> 22
SIGNATURE
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.
John N. Kapoor Trust
dated September 20, 1989
/s/ John N. Kapoor
-------------------------
By: John N. Kapoor as
Trustee
Dated: February 25, 1991
Page 5 of 5
<PAGE> 23
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
Akorn, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
-------------------------------------
John N. Kapoor (CUSIP Number) Copy to: Thomas A. Cole, Esq.
EJ Financial Enterprises, Inc. Sidley & Austin
225 E. Deerpath, Suite 250 One First Nat'l Plaza
Lake Forest, IL 60045 Chicago, IL 60603
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1992
-------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
Page 1 of 6 Pages
<PAGE> 24
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 6 PAGES
------------------
=============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. John N. Kapoor Trust dated September 20, 1989, and
2. John N. Kapoor SS ####-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1. Illinois
2. United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,250,000
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,250,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,250,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
1. OO
2. IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 25
This Amendment No. 2 to Schedule 13D filed jointly by the John N.
Kapoor Trust dated September 20, 1989 (the "Trust") and John N. Kapoor, Trustee
and sole beneficiary of the Trust ("Kapoor"), relates to the common stock, no
par value ("Akorn Common Stock"), of Akorn, Inc., a Louisiana corporation
("Akorn"), and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Capitalized terms used herein and not otherwise defined
herein have the meanings as set forth in the Schedule 13D to which this
Amendment relates.
Item 4. Purpose of Transaction.
On January 15, 1992 the Trust, Kapoor, Akorn and EJ Financial
Enterprises, Inc. ("EJ") entered into an Agreement (the "Agreement") whereby
the parties made certain covenants and agreements in furtherance of and
relating to the Purchase Agreement and the documents related thereto.
Under the Agreement, EJ and Kapoor agreed to render certain business
acquisition advisory services to Akorn in connection with a business
combination described in the Agreement (the "Transaction"). In addition, the
Purchase Agreement was amended to delete Section 4(h) thereof (standstill
agreement) and Paragraph 2 of the Warrant was amended to provide that the Trust
(and certain permitted transferees and assigns) may exercise the Warrant over
the following periods at the below listed exercise prices:
November 15, 1991 to November 15, 1993 -- $1.50 per share
November 16, 1993 to November 15, 1994 -- $1.75 per share
November 16, 1994 to November 15, 1995 -- $2.00 per share
Furthermore, Akorn agreed to issue 250,000 shares of Akorn Common
Stock (subject to appropriate adjustment in the case of stock splits or stock
dividends) to EJ, provided, that 125,000 of such shares are subject to
forfeiture to Akorn on the fourth anniversary of the consummation of the
Transaction unless on any date prior to such fourth anniversary the closing
price per share of Akorn Common Stock on any business day is $5.00 or greater
(subject to appropriate adjustment in the case of stock splits or stock
dividends). Kapoor is the sole stockholder of EJ. Akorn agreed that its Board
of Directors would adopt a bylaw making Louisiana R.S. 12:135 through 140.2
(relating to control shares) inapplicable to shares of Akorn Common Stock owned
by the Trust or its affiliates, including shares which would be purchased upon
exercise of the Warrant and shares to be issued to EJ under the Agreement.
Subsequently, EJ distributed the 250,000 shares of Akorn Common Stock,
which it received pursuant to the Agreement, to Kapoor who in turn contributed
the shares of the Trust.
Page 3 of 6
<PAGE> 26
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Trust, Kapoor, EJ and Akorn have entered into the Agreement a copy
of which is attached hereto as Exhibit 5 and incorporated herein by reference.
See Item 4 for a description of the Agreement.
Item 7. Materials to be filed as Exhibits.
Exhibit No. Description
5. Agreement among Akorn, EJ and the Trust dated January
15, 1992.
Page 4 of 6 Pages
<PAGE> 27
SIGNATURE
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.
/s/ John N. Kapoor
--------------------------
John N. Kapoor
Dated: January 23, 1992
Page 5 of 6
<PAGE> 28
SIGNATURE
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.
John N. Kapoor Trust
dated September 20, 1989
/s/ John N. Kapoor
--------------------------
By: John N. Kapoor as
Trustee
Dated: January 23, 1992
Page 6 of 6
<PAGE> 29
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
Akorn, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
-------------------------------------
John N. Kapoor (CUSIP Number) Copy to: Thomas A. Cole, Esq.
EJ Financial Enterprises, Inc. Sidley & Austin
225 E. Deerpath, Suite 250 One First Nat'l Plaza
Lake Forest, IL 60045 Chicago, IL 60603
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 1992
-------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
Page 1 of 5 Pages
<PAGE> 30
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 5 PAGES
------------------
=============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. John N. Kapoor Trust dated September 20, 1989, and
2. John N. Kapoor SS ####-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1. Illinois
2. United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,225,000
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 30,000
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,225,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,000
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,250,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
1. OO
2. IN
_____________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 31
This Amendment No. 3 to Schedule 13D filed jointly by the John N.
Kapoor Trust dated September 20, 1989 (the "Trust") and John N. Kapoor, trustee
and sole beneficiary of the Trust ("Kapoor"), relates to the common stock, no
par value ("Akorn Common Stock"), of Akorn, Inc., a Louisiana corporation
("Akorn"), and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") . Capitalized terms used herein and not otherwise defined
herein have the meanings as set forth in the Schedule 13D, as amended, to which
this Amendment relates.
Item 3. Source and Amount of Funds or Other Consideration.
Akorn and the Trust entered into a Loan Agreement dated September 3,
1992 (the "Loan Agreement") whereby the Trust agreed to loan to Akorn up to
$2.5 million in two or more installments on or prior to September 3, 1994. In
connection with the Loan Agreement and for no cash consideration the Trust was
issued a Common Stock Purchase Warrant dated September 3, 1992 permitting the
Trust to purchase up to 1,000,000 shares of Akorn Common Stock at a purchase
price of $2.00 per share (the "New Warrant").
Item 4. Purpose of Transaction.
Akorn and the Trust entered into the Loan Agreement to provide Akorn
with liquidity to repay corporate debt and for working capital and general
corporate purposes. In connection with the Loan Agreement, the New Warrant was
issued to the Trust. Under the New Warrant the Trust has the right to purchase
up to an additional 1,000,000 shares of Akorn Common Stock, subject to the
operation of anti-dilution provisions, at a purchase price of $2.00 per share,
subject to certain adjustments. The New Warrant terminates on September 3,
1997. Under the Loan Agreement, the New Warrant is subject to cancellation if
not approved by a majority of the Akorn shareholders at their next meeting.
The Trust has agreed not to exercise or transfer the New Warrant prior to such
shareholder approval. If the grant of the New Warrant is approved by Akorn
shareholders, Kapoor will receive the right to designate one additional member
of Akorn's Board of Directors and Akorn's management shall nominate the Trust's
designee and recommend to the Akorn shareholders that they approve such person
as a director of Akorn. Such right is in addition to the Trust's right under
the Purchase Agreement and shall terminate at the time that the Trust's right
to designate one director under the Purchase Agreement terminates.
Item 5. Interest in Securities of the Issuer.
(a) The Trust is the beneficial owner of 1,250,000 shares of Akorn
Common Stock (including 10,000 shares held of record by each of three trusts
established for the benefit of the children of Kapoor of which Kapoor's wife is
the sole trustee). In addition, the Trust has the right to acquire up to an
additional 3,000,000
Page 3 of 5
<PAGE> 32
shares of Akorn Common Stock under the Warrant and the New Warrant (the Warrant
and the New Warrant referred to herein as the "Warrants"), subject to the
operation of anti-dilution provisions. Kapoor, being the trustee and sole
beneficiary of the Trust, also is deemed to be a beneficial owner of all such
shares. In addition, on December 8, 1991 Akorn issued to Kapoor an option to
purchase up to 5,000 shares of Akorn Common Stock at an exercise price of $3.00
per share. Such option expires December 8, 1996 and was issued as
consideration for membership on the Akorn Board of Directors. Based on the
number of shares of Akorn Common Stock outstanding as of May 11, 1992, such
4,255,000 shares represent approximately 27.1% of the outstanding Akorn Common
Stock assuming exercise of the Warrants and options, based on Akorn's Form 10-Q
for the quarter ended March 31, 1992.
(b) The number of shares of Akorn Common Stock as to which the
Trust and Kapoor have:
(i) sole power to vote or to direct the vote is
4,225,000 shares (including 3,000,000 shares which the Trust may
acquire pursuant to exercise of the Warrants);
(ii) shared power to vote or to direct the vote is
30,000 shares;
(iii) sole power to dispose or direct the disposition is
4,225,000 shares (including 3,000,000 shares which the Trust may
acquire pursuant to exercise of the Warrants); and
(iv) shared power to dispose or to direct the
disposition is 30,000 shares.
(d) The three trusts which were established for the benefit of the
children of Kapoor referred to in Item 5(a) above have the right to receive
dividends on an aggregate of 30,000 shares of Akorn Common Stock held of record
by such trusts.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Trust and Akorn have entered into the Loan Agreement and New
Warrant and a letter agreement related thereto, copies of which are attached
hereto as Exhibits 6 and 7, respectively, and incorporated herein by reference.
See Item 4 for a description of such documents.
Page 4 of 5
<PAGE> 33
Item 7. Materials to be filed as Exhibits.
Exhibit No. Description
6. Loan Agreement between Akorn and the Trust dated September 3,
1992.
7. Common Stock Purchase Warrant dated September 3, 1992.
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.
/s/ John N. Kapoor
--------------------------
John N. Kapoor
Dated: September 10, 1992
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.
John N. Kapoor Trust
dated September 20, 1989
/s/ John N. Kapoor
--------------------------
By: John N. Kapoor as
Trustee
Dated: September 10, 1992
Page 5 of 5
<PAGE> 34
OMB APPROVAL
OMB Number: 3235-014
Expires: December 1, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
Akorn, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009728 10 6
-------------------------------------
John N. Kapoor (CUSIP Number) Copy to: Thomas A. Cole, Esq.
EJ Financial Enterprises, Inc. Sidley & Austin
225 E. Deerpath, Suite 250 One First Nat'l Plaza
Lake Forest, IL 60045 Chicago, IL 60603
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1993
-------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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 page(s))
Page 1 of 4 Pages
<PAGE> 35
SCHEDULE 13D
CUSIP NO. 009728 10 6 PAGE 2 OF 4 PAGES
------------------
=============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. John N. Kapoor Trust dated September 20, 1989, and
2. John N. Kapoor SS ####-##-####
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1. Illinois
2. United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,230,000
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 30,000
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,230,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,000
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,260,000
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.8%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
1. OO
2. IN
- -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 36
This Amendment No. 4 to Schedule 13D filed jointly by the John N.
Kapoor Trust dated September 20, 1989 (the "Trust") and John N. Kapoor, trustee
and sole beneficiary of the Trust ("Kapoor"), relates to the common stock, no
par value ("Akorn Common Stock"), of Akorn, Inc., a Louisiana corporation
("Akorn"), and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Capitalized terms used herein and not otherwise defined
herein have the meanings as set forth in the Schedule 13D, as amended, to which
this Amendment relates.
Item 3. Source and Amount of Funds or Other Consideration.
On November 15, 1993, the Trust exercised its right to purchase
2,000,000 shares of Akorn Common Stock pursuant to the Warrant (the "Warrant
Exercise") . The aggregate exercise price for such acquisition was $3,000,000
of which $1,379,555.56 was paid in cash from personal funds of the Trust,
$1,600,000 was paid through the cancellation of an outstanding note under the
Loan Agreement payable to the Trust by Akorn (the "Note"), and $20,444.44 was
paid through the cancellation of accrued interest on the Note.
Item 4. Purpose of Transaction.
The Warrant Exercise was effected to acquire the Akorn Common Stock
subject thereto at a purchase price of $1.50 per share. Pursuant to the terms
of the Warrant, such exercise price was to be increased effective November 16,
1993.
Pursuant to the terms of the Loan Agreement, the New Warrant was
approved by a majority of the Akorn shareholders at their 1992 annual meeting.
According to the terms of the Loan Agreement upon such shareholder approval,
Kapoor received the right to designate one additional member of Akorn's Board
of Directors and Akorn's management became obligated to nominate the Trust's
designee and recommend to the Akorn shareholders that they approve such person
as a director of Akorn. Such right is in addition to the Trust's right under
the Purchase Agreement and shall terminate at the time that the Trust's right
to designate one director under the Purchase Agreement terminates.
Item 5. Interest in Securities of the Issuer.
(a) The Trust is the beneficial owner of 3,250,000 shares of Akorn
Common Stock (including an aggregate of 30,000 shares held of record by three
trusts established for the benefit of the children of Kapoor of which Kapoor's
wife is the sole trustee) . In addition, the Trust has the right to acquire up
to an additional 1,000,000 shares of Akorn Common Stock under the New Warrant,
subject to the operation of anti-dilution provisions. Kapoor, being the
trustee and sole beneficiary of the Trust, also is deemed to be a beneficial
owner of all such shares. Kapoor also holds options to purchase (i) 5,000
shares of Akorn Common Stock at an
Page 3 of 4 Pages
<PAGE> 37
exercise price of $3.00 per share which expire December 8, 1996 and (ii) 5,000
shares of Akorn Common Stock at an exercise price of $2.125 per share which
expire January 22, 1998 (collectively, the "Options"). Such 4,260,000 shares
represent approximately 30.8% of the outstanding Akorn Common Stock assuming
exercise of the New Warrant and Options, based on the number of shares of Akorn
Common Stock outstanding as reported in Akorn's Form 10-Q for the quarter ended
September 30, 1993.
(b) The number of shares of Akorn Common Stock as to which the
Trust and Kapoor have:
(i) sole power to vote or to direct the vote is
4,230,000 shares (including 1,000,000 shares which the Trust may
acquire pursuant to exercise of the New Warrant and 10,000 shares
which Kapoor may acquire pursuant to exercise of the Options);
(ii) shared power to vote or to direct the vote is
30,000 shares;
(iii) sole power to dispose or direct the disposition is
4,225,000 shares (including 1,000,000 shares which the Trust may
acquire pursuant to exercise of the New Warrant and 10,000 shares
which Kapoor may acquire pursuant to exercise of the Options); and
(iv) shared power to dispose or to direct the
disposition is 30,000 shares.
(d) The three trusts which were established for the benefit of the
children of Kapoor referred to in Item 5(a) above have the right to receive
dividends on an aggregate of 30,000 shares of Akorn Common Stock held of record
by such trusts.
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.
John N. Kapoor Trust
dated September 20, 1989
/s/ John N. Kapoor /s/ John N. Kapoor
- ------------------------- --------------------------
John N. Kapoor By: John N. Kapoor as
Trustee
Dated: November 30, 1993
Page 4 of 4
