<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements
Filed Pursuant to 13d-1(a) and Amendments
thereto filed pursuant to 13d-2(a)
(Amendment No. 5)
COLUMBIA LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK $ .01 PAR VALUE
(Title of Class of Securities)
197779101
-----------------
(CUSIP Number)
DAVID M. KNOTT
485 Underhill Boulevard, Suite 205,
Syosset, New York 11791-3419 (516) 364-0303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 27, 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 [ ].
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.
(continued on following pages)
Page 1 of 13
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SCHEDULE 13D
CUSIP No.197779101
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1 Name of Reporting Person David M. Knott
S.S. or I.R.S. Identification No. of above Person SS# ###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
PF, OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 1,301,128
Shares ---------------------------------------------------
Beneficially 8 Shared Voting Power 96,100
Owned by ---------------------------------------------------
Each 9 Sole Dispositive Power 1,301,128
Reporting ---------------------------------------------------
Person 10 Shared Dispositive Power 96,700
With
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,397,828
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 4.8 %
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13
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SCHEDULE 13D
CUSIP No.197779101
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1 Name of Reporting Person Knott Partners, L.P.
S.S. or I.R.S. Identification No. of above Person TIN# 11-2835793
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 801,008
Shares ---------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by ---------------------------------------------------
Each 9 Sole Dispositive Power 801,008
Reporting ---------------------------------------------------
Person 10 Shared Dispositive Power
With
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 801,008
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 2.8 %
- --------------------------------------------------------------------------------
14 Type of Reporting Person* PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
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SCHEDULE 13D
CUSIP No.197779101
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1 Name of Reporting Person Dorset Management Corporation
S.S. or I.R.S. Identification
No. of above Person TIN# 11-2873658
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization U.S.A.
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 448,000
Shares ---------------------------------------------------
Beneficially 8 Shared Voting Power 96,100
Owned by ---------------------------------------------------
Each 9 Sole Dispositive Power 448,000
Reporting ---------------------------------------------------
Person 10 Shared Dispositive Power 96,100
With
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 544,100
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 1.9 %
- --------------------------------------------------------------------------------
14 Type of Reporting Person* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13
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SCHEDULE 13D
CUSIP No.197779101
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1 Name of Reporting Person Matterhorn Offshore Fund Limited
S.S. or I.R.S. Identification No. of above Person N/A
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization British Virgin Islands
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares ---------------------------------------------------
Beneficially 8 Shared Voting Power 96,100
Owned by ---------------------------------------------------
Each 9 Sole Dispositive Power
Reporting ---------------------------------------------------
Person 10 Shared Dispositive Power 96,100
With
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 96,100
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 0.3 %
- --------------------------------------------------------------------------------
14 Type of Reporting Person* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13
<PAGE>
SCHEDULE 13-D
Capitalized terms used herein without definition have the meanings
ascribed to them in the Schedule 13D filed on July 16, 1998 (the "Schedule 13D")
by (i) David M. Knott, (ii) Knott Partners, L.P., (iii) Dorset Management
Corporation, and (iv) Matterhorn Offshore Fund Limited (collectively, the
"Reporting Persons").
Item 2. Identity and Background
The final two (2) paragraphs of Item 2 are amended to read in full as
follows:
This filing is made, although the Reporting Persons are not, either
individually or collectively, the beneficial owners of more than 5% of the
Company's shares, to avoid any potential question regarding compliance with
appropriate public disclosure requirements in the event that any of the
Reporting Persons and/or other Signing Stockholders (as defined in Item 6) might
be deemed to be members of a "group" collectively owning more than 5% of the
Company's shares, because they have entered into the Agreement described in Item
6.
The filing of any Schedule 13D and amendments thereto does not
constitute an admission that any of the Reporting Persons is a member of a
"group" for purposes of the Securities Exchange Act of 1934, as amended, or the
rules promulgated thereunder or for any other purpose whatsoever. Each of the
Reporting Persons expressly disclaims beneficial ownership of any Common Stock
beneficially owned by the other Signing Stockholders.
Item 3. Source and Amount of Funds or Other Consideration
The second paragraph of Item 3 is amended to read in full as follows:
The aggregate amount of consideration used by Mr. Knott and the other
Reporting Persons in making such acquisitions, net of the proceeds of their
sales of Common Stock, was $12,553,868. This reflects all purchases of
securities convertible into Common Stock and warrants to purchase Common Stock
and all purchases and sales of Common Stock made by the Reporting Persons,
including those purchases made more than 60 days from the date of this filing.
The aforementioned sources and amount of funds are more particularly set forth
below:
SOURCE AMOUNT
- ---------------------------------------- ------------
David M. Knott (includes his IRA) $ 611,914
Mrs. David M. Knott (includes her IRA) 127,822
Knott Partners, L.P. 6,466,827
Matterhorn Offshore Fund Limited 761,019
The Common Fund 3,047,561
GAM Knott Hedge Investments, Inc. 1,011,319
Page 6 of 13
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Trinkaus Optima US Equities 504,813
Leonard & Margaret Frierman 22,593
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TOTAL $12,553,868
===========
Item 4. Purpose of Transaction
Item 4 is hereby amended to read in full as follows:
The acquisition of the Common Stock by Mr. Knott and the other
Reporting Persons was originally made solely for investment purposes, and not
with a view towards influencing any extraordinary corporate transaction, any
change in the Company's board of directors or management or any other change in
the Company's business, corporate structure or capitalization.
Following conversations concerning the Company's performance with
Messrs. James J. Apostolakis and Anthony R. Campbell and others, including
members of the Company's management, efforts to participate on or otherwise
change the Company's board of directors or management and/or changes in the
Company's business strategy began to be pursued. During the latter part of
summer, 1998, conversations were held with the Company's senior management
regarding immediate steps to address shareholder concerns over the collapse of
the Company's stock price and the perceived ineffectiveness of management.
These conversations were unproductive and on October 2, 1998, the Committee to
Improve Shareholder Value of Columbia Laboratories (the "Committee"), comprised
of Messrs. Knott, Apostolakis and Campbell, and Messrs. David Ray, Bernard
Marden and Christopher Castroviejo, issued a letter to the Board of Directors
of the Company, and each Director individually, to call their urgent attention
to these matters (Exhibit 1 in Item 7).
Following discussions with the Committee and others over an extended
period of time, and reflecting the evolution of an understanding regarding the
future composition of the Board and certain related matters, on December 14,
1998, the Company announced that it planned to restructure its Board of
Directors to include three new outside directors, including Mr. Apostolakis, and
that it planned to hold its annual shareholders meeting in New York City on
January 28, 1999. Upon the completion of the Agreement (as defined in Item 6)
the Committee was discontinued and the Reporting Persons are no longer pursuing
the matters discussed above with the other Committee members.
Page 7 of 13
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Item 5. Interest in Securities of the Company
Item 5 is hereby amended to read in full as follows:
(a) Pursuant to Rule 13d-3, Mr. Knott may be deemed to own
beneficially 1,397,828 shares of Common Stock, which represents 4.8% of all
outstanding Common Stock and includes all of the shares beneficially owned or
deemed to be beneficially owned by the persons named below in this Paragraph
(a).
Pursuant to Rule 13d-3, the Partnership may be deemed to own
beneficially 801,008 shares of Common Stock, which represents 2.8% of all
outstanding Common Stock.
Pursuant to Rule 13d-3, Dorset may be deemed to own beneficially
544,100 shares of Common Stock, which represents 1.9% of all outstanding Common
Stock and includes all of the shares beneficially owned by Matterhorn.
Matterhorn beneficially owns 96,100 shares of Common Stock, which
represents 0.3% of all outstanding Common Stock.
The beneficial ownership of Common Stock by the Reporting Persons
reported above includes shares of Common Stock underlying shares of the
Company's Series C Convertible Preferred Stock, par value, $.01 per share
("Preferred Stock"), and warrants to purchase shares of Common Stock
("Warrants"), as more particularly described below.
Each of Mr. Knott, the Partnership, Dorset and Matterhorn disclaims
beneficial ownership of the securities beneficially owned by any other Reporting
Person. Mr. Knott disclaims beneficial ownership of the securities beneficially
owned by Mrs. Knott. The Reporting Persons disclaim beneficial ownership of the
securities beneficially owned by the Other Reporting Persons.
(b) Mr. Knott individually (i) has the sole power to vote and to
dispose of (1) 52,120 shares of Common Stock (inclusive of 32,000 shares
purchasable upon conversion of 112 shares of Preferred Stock and 3,920 shares
purchasable upon exercise of Warrants) held in his and his IRA's accounts and
(2) 801,008 shares of Common Stock (inclusive of 339,428 shares purchasable upon
conversion of 1,188 shares of Preferred Stock and 41,580 shares purchasable upon
exercise of Warrants) held in the Partnership's account, and (ii) shares with
the account owner the power to dispose of (but not to vote) 600 shares of Common
Stock held by the account of Mrs. Knott's IRA.
As President of Dorset, Mr. Knott (iv) has the sole power to vote and
to dispose of 448,000 shares of the Company's Common Stock and (v) shares with
the respective account owner the power to vote and to dispose of 96,100 shares
held in Matterhorn's account.
Page 8 of 13
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The Partnership (except through its sole general partner, Mr. Knott)
neither holds nor shares with any person the power to vote or to dispose of the
Company's Common Stock.
Matterhorn shares with Dorset and Mr. Knott the power to vote and to
dispose of 96,100 shares held by Matterhorn.
(c) Each transaction in the Common Stock made by the Reporting
Persons since the most recent filing on Schedule 13D is described on Schedule 1
annexed hereto. Except as indicated on Schedule 1, all such transactions were
effected in the open market in ordinary brokerage transactions through various
broker-dealer firms.
(d) Of the 1,397,828 shares of Common Stock which may be deemed to be
beneficially owned by Mr. Knott, all but the 52,120 shares deemed to be
beneficially owned and held in his and his IRA's accounts are owned on behalf of
other persons or entities having the right to receive and the power to direct
the receipt of dividends from, and proceeds from the sale of, such shares. No
individual person or entity has such right with regard to greater than five
percent of the class of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company
Item 6 is hereby amended to read in full as follows:
The understanding referred to in Item 4 was reflected in a definitive
agreement (the "Agreement") entered into among the Company, two members of
senior management, Messrs. William J. Bologna and Norman M. Meier (the
"Management Group"), and the Partnership and Messrs. Knott, Apostolakis,
Campbell, Ray and Marden (the "Signing Stockholders").
Pursuant to the Agreement (Exhibit 2 in Item 7), the Company has
agreed to take certain actions with respect to the nomination of directors to
the Board of Directors, the composition of committees of the Board of Directors
and certain other matters during the period from the date of the Agreement until
immediately preceding the Company's 2000 Annual Meeting of Stockholders or
December 31, 2000, if sooner (the "Term"). In addition, the Signing
Stockholders have agreed that they will not engage in certain stockholder
actions during the Term and will vote their Common Stock consistent with the
terms of the Agreement, as more fully described below. Pursuant to the
Agreement, the Board of Directors will initially consist of eight persons, five
persons designated by the Company (referred to as the"Incumbent Designees") and
three persons designated by the Signing Stockholders (referred to as the "New
Designees"). The Incumbent Designees nominated at the Annual Meeting were
Messrs. Bologna and Meier and Mr. Robert C. Strauss and Drs. Dominique de
Ziegler and Jean Carvais, and the New Designees nominated were Mr. Apostolakis
and Drs. Denis M. O'Donnell and Selwyn P. Oskowitz. The Company has also agreed
to use its best efforts to nominate each of the Incumbent Designees and the New
Designees for
Page 9 of 13
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election to the Board of Directors at the Company's 1999 Annual Meeting of
Stockholders (the "1999 Meeting"), to recommend to its stockholders that the
each of these designees be elected to the Board of Directors and to effectuate
their election to the Board of Directors.
Under the Agreement, the Company may increase the Board by one member
to include an additional person separately disclosed to Mr. Apostolakis in
writing by letter dated the date of the Agreement. In addition, the Company
agreed to further increase the Board by an additional member if the Signing
Stockholders designate a fourth person within a specified time period after the
date of the Agreement, which person is subject to the approval of a majority of
the Incumbent Designees, such approval not to be unreasonably withheld. The
Company has agreed not to otherwise change the size of the Board of Directors
without the consent of a majority of the New Designees.
If, however, the aggregate number of shares of the Company's Common
Stock beneficially owned by the Signing Stockholders: (a) falls below 9% of the
shares of Common Stock issued and outstanding as of December 10, 1998, the
Signing Stockholders will have the right to designate only two (2) persons for
nomination to the Board of Directors at the next annual meeting of stockholders;
(b) falls below 6% of the shares of Common Stock issued and outstanding as of
December 10, 1998, the Signing Stockholders will have the right to designate
only one (1) person for nomination to the Board of Directors at the next annual
meeting of stockholders; and (c) falls below 5% of the shares of Common Stock
issued and outstanding as of December 10, 1998, the Signing Stockholders will
not have the right to designate any persons for nomination to the Board of
Directors at the next annual meeting of stockholders. The number of persons
which the Signing Stockholders have the right to designate pursuant to clause
(a) and clause (b) above will be increased by one (1) person if the Company has
increased the size of the Board to include the person designated as the
additional designee by the Signing Stockholders.
Even if the Signing Stockholders' share ownership falls below 5% of
the outstanding shares of Common Stock, the Company will continue to nominate
Mr. Apostolakis to serve on the Board at the 1999 Meeting as long as Mr.
Apostolakis (and any entities as to which he has claimed beneficial ownership in
his current Schedule 13D) beneficially owns at least 80% of the number of
outstanding shares of Common Stock reported as beneficially owned by him in
Amendment No. 3 to his Schedule 13D at all times during the Term.
Should a vacancy arise on the Board of Directors, the vacancy will be
filled by the group which originally designated for nomination the person who
has ceased to be a director. If, however, a vacancy is created because one of
the New Designees resigns at a time when the Signing Stockholders have lost the
right to designate one or more persons to the Board of Directors at the 1999
Meeting because their ownership of Common Stock has decreased as provided above,
the Incumbent Designees will elect a person to fill the vacancy caused by such
resignation.
Notwithstanding the above, if Mr. Strauss resigns from the Board of
Directors at any time when the Company's additional designee is on the Board of
Directors or the Signing Stockholders' additional designee is not on the Board
of Directors, no action will be taken to replace Mr. Strauss, and the number of
members of the Board of Directors will be reduced by one member.
Page 10 of 13
<PAGE>
If, however, Mr. Strauss resigns from the Board of Directors at any time when
the Company's additional designee is not a member of the Board of Directors and
the Signing Stockholders' additional designee is on the Board of Directors, a
vote of the majority of the entire Board of Directors will be required to fill
the vacancy caused by Mr. Strauss's resignation, and thereafter the same vote
will be required to approve and elect any successor to the person so elected to
replace Mr. Strauss, or any of such person's immediate or subsequent successors.
The Signing Stockholders have agreed they will vote (a) in favor of
the election of the Incumbent Designees to the Board of Directors at the 1998
Annual Meeting and the 1999 Meeting, and any other persons nominated and
recommended by the Board of Directors of the Company in any other election of
directors and (b) in a manner consistent with the recommendation of the Board of
Directors with respect to any other matter brought before stockholders of the
Company (whether at a meeting or by written consent) other than a vote with
respect to a business combination, sale, lease or exchange of property and
assets, recapitalization, authorization or issuance of securities or dissolution
involving the Company.
In addition, for a period of twelve (12) months following the
succession to office of the New Designees, the Signing Stockholders will not
take any action to remove or seek the removal of Mr. Bologna as Chairman of the
Board of Directors or Mr. Meier as President and Chief Executive Officer. The
Signing Stockholders have also agreed that they will not (a) participate in any
proxy contests or in any other 13D group, (b) except as contemplated by the
Agreement, make any proposal or bring any business before any meeting of
stockholders, or (c) call or seek to call any special meeting of stockholders.
The Company has agreed that during the Term, the Audit Committee and
the Compensation Committee will each consist of one of the Incumbent Designees,
Mr. Apostolakis and Mr. Strauss (or his successor). During the Term, there
will be no executive committee of the Board of Directors or other committee to
which the Board of Directors may otherwise delegate all or any substantial
portion of its authority.
Effective at the 1998 Annual Meeting, the By-Laws of the Company were
to be amended and restated to provide that (a) a supermajority (75%) vote of the
whole Board is required to elect anyone other than Mr. Bologna as Chairman and
Mr. Meier as President and/or Chief Executive Officer until after the Company's
2000 Annual Meeting of Stockholders, (b) a supermajority (75%) vote of the whole
Board is required to remove the Chairman or President for cause and a
supermajority (66.7%) vote of the whole Board is required to remove the Chairman
or President without cause, (c) not less than six (6) regular board meetings are
to be called by the Chairman or President annually, and (d) no executive or
similar committee will be formed.
The Company also agreed to pay up to $60,000 of the Signing
Stockholders' reasonable and documented legal fees and expenses incurred in
connection with the negotiation of the Agreement not later than five (5) months
after the date of the Agreement.
Page 11 of 13
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ David M. Knott
--------------------------------------------
DAVID M. KNOTT
KNOTT PARTNERS, L.P.
By: /s/ David M. Knott
--------------------------------------------
David M. Knott, General Partner
DORSET MANAGEMENT CORPORATION
By: /s/ David M. Knott
--------------------------------------------
David M. Knott, President
MATTERHORN OFFSHORE FUND LIMITED
By: Inter Caribbean Services, Ltd.,
Sole Director
By: /s/ Wiekert Weber
--------------------------------------------
Wiekert Weber, Attorney-in-Fact
Dated: February 4, 1999
Page 12 of 13
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Schedule 1
<TABLE>
<CAPTION>
Transaction Person Named in Number Price per
Date Item 5, Paragraph (a) Transaction Type of Shares Share ($)
- ------------- --------------------- ---------------------- ----------- ----------
<S> <C> <C> <C> <C>
1/27/99 Mr. Knott Direct Purchase from the Company 32,000 /1/ 3.50
3,920 /2/ /2/
1/27/99 Mr. Knott/Partnership Direct Purchase from the Company 339,428 /1/ 3.50
41,580 /2/ /2/
</TABLE>
- ----------------------
/1/ Shares of Common Stock into which Preferred Stock is convertible.
/2/ Shares purchasable upon exercise of Warrants at $3.50 per share
Page 13 of 13
