<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SHEFFIELD PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
82123D 309
(CUSIP Number)
ELAN INTERNATIONAL SERVICES, LTD.
ELAN PHARMACEUTICAL INVESTMENTS LTD.
c/o Brock Silverstein LLC
800 Third Avenue, 21st floor
New York, New York 10022
(212) 371-2000
Attention: Scott Rosenblatt, Esq.
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 1999
(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 / /
(Continued on the following pages)
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CUSIP No. 82123D 309 13D Page 2
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- -------- ------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON Elan International Services, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- -------- ------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) / /
A GROUP (b) / /
- -------- ------------------------------------------------------------------------------
3
SEC USE ONLY
- -------- ------------------------------------------------------------------------------
4
SOURCE OF FUNDS WC
- -------- ------------------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- -------- ------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
- --------------------- --------- -------------------------------------------------------
Number of Shares 7
SOLE VOTING POWER 0
--------- -------------------------------------------------------
Beneficially Owned 8
by SHARED VOTING POWER 15,675,878
--------- -------------------------------------------------------
Each Reporting 9
SOLE DISPOSITIVE POWER 0
--------- -------------------------------------------------------
Person With 10
SHARED DISPOSITIVE POWER 15,675,878
- -------- ------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,675,878 shares
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------- ------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- -------- ------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON CO
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</TABLE>
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CUSIP No. 82123D 309 13D Page 3
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- -------- ---------------------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON Elan Pharmaceutical Investments Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- -------- ---------------------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- -------- ---------------------------------------------------------------------------------------------
3
SEC USE ONLY
- -------- ---------------------------------------------------------------------------------------------
4
SOURCE OF FUNDS WC
- -------- ---------------------------------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- -------- ---------------------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
- --------------------- --------- ----------------------------------------------------------------------
Number of Shares 7
SOLE VOTING POWER 0
--------- ----------------------------------------------------------------------
Beneficially Owned 8
by SHARED VOTING POWER 15,675,878
--------- ----------------------------------------------------------------------
Each Reporting 9
SOLE DISPOSITIVE POWER 0
--------- ----------------------------------------------------------------------
Person With 10
SHARED DISPOSITIVE POWER 15,675,878
- -------- ---------------------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,675,878 shares
- -------- ---------------------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------- ---------------------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- -------- ---------------------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON CO
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</TABLE>
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CUSIP No. 82123D 309 13D Page 4
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This Amendment No. 1 amends and supplements the Statement on
Schedule 13D, originally filed with the U.S. Securities and Exchange Commission
(the "SEC") on March 26, 1999 (the "Schedule 13D") by Elan International
Services, Ltd. Capitalized terms contained herein but not otherwise defined have
the meanings ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended in its entirety to read as follows:
Common Stock, par value $0.01 per share (the "Common Stock") of
Sheffield Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 425 South Woodsmill
Road, Suite 270, St. Louis MO 63017-3441
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended in its entirety to read as follows:
This Form 13-D is filed, jointly, by Elan International
Services, Ltd., a Bermuda exempted company ("EIS"), 102 St. James Court, Flatts,
Smiths Parish, FL 04, Bermuda and Elan Pharmaceutical Investments Ltd., a
Bermuda exempted company ("EPIL"). EIS and EPIL are both wholly-owned
subsidiaries of Elan Corporation, Plc, an Irish public limited company ("Elan"),
with its principal offices located at Lincoln House, Lincoln Place, Dublin 2,
Ireland. During the last five years, none of the persons named above in this
Item 2: (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, as a result of
which proceeding it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws, or finding any violation
with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
On June 30, 1998, pursuant to a Securities Purchase Agreement, by and
between EIS and Sheffield Pharmaceuticals, Inc., a Delaware corporation (the
"Issuer"), EIS acquired (a) 4,571,428 shares of Common Stock of the Issuer, (b)
a warrant to acquire up to 990,000 shares of Common Stock at an exercise price
of $2.00 per share (the "1998 Warrant"), and (c) 11,500 shares Series C
Preferred Stock, par value $.01 per share, of the Issuer (collectively, the
"1998 Securities"), for aggregate consideration of $17,500,000. The
consideration for the 1998 Securities was provided by EIS's general corporate
funds. In addition, the Issuer issued to EIS a convertible promissory note in an
aggregate principal amount of $2,000,000 (the "Convertible Note"), which bears
interest at prime plus 1%.
On June 29, 1999, pursuant to an Asset Transfer Agreement between EIS
and EPIL, EIS transferred the 1998 Securities to EPIL. The consideration for the
1998 Securities was provided by EPIL's general corporate funds. To the extent
not assigned to EPIL, EIS remains a party to the agreements pursuant to which
the 1998 Securities were purchased and has agreed to assist EPIL in the
enforcement of the rights granted thereunder.
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CUSIP No. 82123D 309 13D Page 5
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As of July 15, 1998, the Issuer's board of directors was expanded by
one, and a designee of EIS was appointed to fill the vacancy thereby created. In
addition, for as long as EIS, or its affiliates, owns 5% or more of the Issuer's
Common Stock (on a fully diluted basis), EIS is entitled to appoint a nominee to
the management slate of directors for all meetings at which directors may be
elected.
As of October 18, 1999, (i) the shares of Series C Preferred Stock held
by EPIL, together with dividends thereon, are convertible into 8,904,965 shares
of Common Stock and (ii) the outstanding principal and interest on the
Convertible Note is convertible into 1,209,485 shares of Common Stock.
On October 18, 1999, pursuant to a Securities Purchase Agreement, by
and between EIS and the Issuer, EIS acquired (a) 12,015 shares of Series D
Preferred Stock, par value $.01 per share, of the Issuer, (b) a warrant (the
"1999 Warrant") to acquire up to 150,000 shares of Common Stock at an exercise
price of $6.00 per share, and (c) 4,005 shares of Series F Preferred Stock, par
value $.01 per share, of the Issuer (collectively, the "1999 Securities"), for
aggregate consideration of $17,015,000. The shares of Series D Preferred Stock
and the Series F Preferred Stock are convertible into shares of Common Stock at
any time after October 18, 2001. The 1999 Warrant is exercisable at any time
after October 18, 2001. The consideration for the 1999 Securities was provided
by EIS's general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended in its entirety to read as follows:
EPIL acquired the 1998 Securities from EIS for investment purposes. In
addition, in connection with the acquisition of the 1998 Securities, the Issuer
and EIS caused to be formed a joint venture company, Systemic Pulmonary
Delivery, Ltd., a Bermuda corporation ("Systemic"), owned 100% by the Issuer,
which will receive research and development assistance from Elan. Systemic has
been formed principally to develop and commercialize certain technology and
other intellectual property licensed by the Issuer to Systemic.
EIS acquired the 1999 Securities for investment purposes. In addition,
in connection with the acquisition of the 1999 Securities, the Issuer and EIS
caused to be formed a joint venture company, Sheffield Newco Ltd. ("Sheffield
Newco"), a Bermuda corporation, of which the Issuer owns 100% of the common
voting stock, and EIS owns 39.8%, and the Issuer owns 60.2%, of the non-voting
convertible preferred stock of Sheffield Newco. Sheffield Newco has been formed
principally to develop and commercialize certain technology and other
intellectual property licensed by the Issuer and an affiliate of EIS to
Sheffield Newco Ltd.
Except as set forth above, neither EIS, EPIL nor Elan has a plan or
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
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CUSIP No. 82123D 309 13D Page 7
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(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number of
or term of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be
traded on the American Stock Exchange, Inc.;
(i) To have the Common Stock terminated from registration under
the Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
With respect to each of EIS and EPIL:
(a) 15,675,878 shares of Common Stock, representing 40.8%
(assuming conversion of the Series C Preferred Stock, conversion of the
Convertible Note and exercise of the 1998 Warrant and based upon 27,296,346
shares of the Common Stock outstanding pursuant to the Issuer's 10-Q filed with
the Securities and Exchange Commission on August 13, 1999).
(b) Sole power to vote: -0-
Shares shared power to vote: 15,675,878
Sole power to dispose: -0-
Shares shared power to dispose: 15,675,878
(c) None.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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CUSIP No. 82123D 309 13D Page 6
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Item 6 is hereby amended in its entirety to read as follows:
Pursuant to the Securities Purchase Agreement, if Elan and Sheffield
agree to provide additional funding to Sheffield Newco at any time during the
first 36 months immediately after October 18, 1999, EIS may be required to
purchase shares of the Series E Preferred Stock, par value $.01 per share, of
the Issuer to provide the Issuer with funds to pay its portion of such
additional funding; provided that such requirement to purchase is limited to
shares of Series E Preferred stock with an aggregate liquidation value of up to
$4,005,000. EIS shall not be required to purchase such shares of Series E
Preferred Stock without the approval of the EIS designee on the Sheffield Newco
Board of Directors. Such Series E Preferred Stock is convertible into shares of
Common Stock on or after October 18, 2001.
Pursuant to the Series C Certificate of Designations, EIS (as directed
by EPIL) may require Sheffield to exchange, at any time, all of the outstanding
shares of Series C Preferred Stock held by EPIL into 50% of the then outstanding
capital stock of Systemic.
Pursuant to the Subscription, Joint Development and Operating
Agreement, EIS may, at its option and in accordance with the Certificate of
Designations for the Series D, exchange with the Issuer in whole the originally
issued shares of Series D Preferred Stock, for all shares of Sheffield Newco
preferred stock issued by Sheffield Newco to the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among EIS or between such
persons and any other person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any securities of the
Company, finder's fees, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
1. Purchase Agreement, dated June 30, 1998.*
2. License and Development Agreement by and among Elan, Systemic and
Issuer, dated June 30, 1998.*
3. License and Development Agreement by and among the Issuer, Systemic and
Elan, dated June 30, 1998.*
4. License and Development Agreement by and among Systemic, Issuer, and
Elan, dated June 30, 1998.*
5. Securities Purchase Agreement, dated October 18, 1999, between EIS and
the Issuer.**
6. License Agreement, dated October 18, 1999 between Elan Pharma
International Limited and Sheffield Newco Limited.**
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CUSIP No. 82123D 309 13D Page 8
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7. Subscription, Joint Development and Operating Agreement, dated October
18, 1999, among Elan Pharma International Limited, Elan International
Services, Ltd., Issuer and Sheffield Newco.**
8. License Agreement, dated October 18, 1999, between Sheffield
Pharmaceuticals and Sheffield Newco.**
9. Joint Filing Agreement, dated November 4, 1999, by and among EIS and
EPIL.
- -------------------
*Incorporates by reference to the Issuer's Current Report on Form 8-K dated June
30, 1998 (Commission File No. 1-12584).
**Incorporates by reference to the Issuer's Current Report on Form 8-K dated
October 22, 1999 (Commission File No. 1-12584).
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated as of: November 4, 1999
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/ KEVIN INSLEY
-----------------------------
Name: Kevin Insley
Title: Director
ELAN PHARMACEUTICAL INVESTMENTS LTD.
By: /s/ KEVIN INSLEY
-----------------------------
Name: Kevin Insley
Title: Vice President
<PAGE>
EXHIBIT 9
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate.
This Agreement may be executed counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Date: November 4, 1999
ELAN INTERNATIONAL SERVICES, LTD.
By: /s/ Kevin Insley
------------------------------
Name: Kevin Insley
Title: Director
Date: November 4, 1999
ELAN PHARMACEUTICAL INVESTMENTS LTD.
By: /s/ Kevin Insley
---------------------------------
Name: Kevin Insley
Title: Vice President
