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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)*
SHEFFIELD PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
82123D 30 9
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(CUSIP Number)
Elan International Services, Ltd.
c/o Brock Silverstein LLC
One Citicorp Center, 153 East 53rd Street, 56th Floor,
New York, N.Y. 10022 (212) 371-2000
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Attention: David Robbins, Esq.
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 1998
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 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 ss. 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP NO. 82123D 30 9 PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elan International Services, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(SEE INSTRUCTIONS) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX 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
Bermuda
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7 SOLE VOTING POWER
NUMBER OF 15,026,819 shares
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,026,819 shares
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,026,819 shares
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12 CHECK BOX 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)
40.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $.01 per share (the "Common Stock")
Sheffield Pharmaceuticals, Inc.
425 South Woodsmill Road, Suite 270
St. Louis MO 63017-3441
ITEM 2. IDENTITY AND BACKGROUND.
This Form 13-D is filed by Elan International Services, Ltd.,
a Bermuda corporation ("EIS"), 102 St. James Court, Flatts, Smiths Parish, FL
04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company
("Elan"). 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.
On June 30, 1998, pursuant to the terms of a letter agreement
dated June 3, 1998 by and among Elan and EIS on the one hand, and Sheffield
Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), on the other hand,
EIS acquired (a) 4,571,428 shares (the "Initial Shares") of Common Stock of the
Issuer, (b) a warrant (the "Warrant") to acquire up to 990,000 shares of Common
Stock at an exercise price of $2.00 per share, and (c) 11,500 shares of Series C
Convertible Preferred Stock (the "Series C Preferred;" and together with the
Initial Shares and the Warrant, the "Securities") for aggregate consideration of
$17,500,000. The Series C Preferred pays quarterly dividends of 7% of its issue
price through the issuance of additional shares of Series C Preferred. The
consideration for the Securities was provided by EIS's general corporate funds.
Additionally, pursuant to the letter agreement, the Issuer issued to EIS a $2
million convertible promissory note (the "Convertible Note"), which bears
interest at prime plus 1%. As of March 23, 1999, (i) the Series C Preferred,
together with dividends thereon, was convertible into 8,586,013 shares of Common
Stock and (ii) the outstanding principal and interest on the Convertible Note of
$1,538,913 was convertible into 879,378 shares of Common Stock.
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 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.
ITEM 4. PURPOSE OF TRANSACTION.
EIS acquired the Securities for investment purposes. In
addition, in connection with the transactions described in Item 3 above, the
Issuer and EIS caused to be formed a joint venture company, Systemic Pulmonary
Delivery, Ltd. ("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.
Except as set forth above, neither EIS 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;
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(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(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.
(a) 15,026,819 shares of Common Stock, representing 40.0%
(based upon 27,083,419 shares of the Issuer outstanding as of March 19, 1999, as
reported in the Issuer's Annual Report on Form 10-K for the year ended December
31, 1998).
(b) sole power to vote: 15,026,819
shares shared power to vote: -0-
sole power to dispose: 15,026,819 shares
shared power to dispose: -0-
(c) None.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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
Issuer, Systemic and Elan, dated June 30, 1998.*
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4. License and Development Agreement by and among
Systemic, Issuer, and Elan, dated June 30, 1998.*
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*Incorporated by reference to the Issuer's Current Report on Form 8-K dated June
30, 1998 (Commission File No. 1-12584).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 26, 1999
Elan International Services, Ltd.
By: /s/ Kevin Insley
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Kevin Insley
Director
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EXHIBIT INDEX
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 Issuer, Systemic and
Elan, dated June 30, 1998.*
4. License and Development Agreement by and among Systemic, Issuer, and
Elan, dated June 30, 1998.*
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*Incorporated by reference to the Issuer's Current Report on Form 8-K dated June
30, 1998 (Commission File No. 1-12584).
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