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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
NOVEN PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
670009-10-9
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(Cusip Number)
Jeffrey F. Eisenberg, 11960 S.W. 144th Street, Miami, FL 33186 (305) 253-5099
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 2000
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
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CUSIP No. 670009-10-9 13D PAGE 2
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1 Names of Reporting Persons
I.R.S. Identification No. of Above Person
STEVEN SABLOTSKY
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
PF
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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
USA
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7 Sole Voting Power
NUMBER OF 2,476,436
SHARES ----------------------------------------------------
BENEFI- 8 Shared Voting Power
CIALLY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9 Sole Dispositive Power
PERSON
WITH 2,476,436
----------------------------------------------------
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,476,436
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13 Percent of Class Represented by Amount in Row (11)
11.4%
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14 Type of Reporting Person
IN
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CUSIP NO. 670009-10-9 13D PAGE 3
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1 Names of Reporting Persons
I.R.S. Identification No. of Above Person
NEVON VENTURES LIMITED PARTNERSHIP
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
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
NEVADA
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7 Sole Voting Power
0
NUMBER OF ----------------------------------------------------
SHARES 8 Shared Voting Power
BENEFI-
CIALLY 1,754,100
OWNED BY ----------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING
PERSON 0
WITH ----------------------------------------------------
10 Shared Dispositive Power
1,754,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,754,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person
PN
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CUSIP NO. 670009-10-9 13D PAGE 4
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1 Names of Reporting Persons
I.R.S. Identification No. of above Person
NEVON, INC.
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2 Check the Appropriate Box if a Member of a Group (a) [X]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
OO
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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
NEVADA
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7 Sole Voting Power
0
NUMBER OF ----------------------------------------------------
SHARES 8 Shared Voting Power
BENEFI-
CIALLY 1,754,100
OWNED BY ----------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING
PERSON 0
WITH ----------------------------------------------------
10 Shared Dispositive Power
1,754,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,754,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.0%
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14 Type of Reporting Person
CO
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Item 1. SECURITY AND ISSUER.
This Schedule 13D is filed jointly by Steven Sablotsky, Nevon Ventures
Limited Partnership (the "Partnership") and Nevon, Inc. (collectively, the
"Reporting Persons"), with respect to the Common Stock, $.0001 par value (the
"Common Stock"), of Noven Pharmaceuticals, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 11960 S.W. 144th Street, Miami,
Florida, 33186. Information regarding each of the Reporting Persons is set forth
below.
Item 2. IDENTITY AND BACKGROUND.
Mr. Sablotsky's principal occupation is as Chairman of the Board of
Directors of the Issuer. The Issuer is engaged primarily in the manufacture and
development of advanced transdermal and transmucosal drug delivery products and
technologies. Mr. Sablotsky's principal business address is 11960 S.W. 144th
Street, Miami, Florida 33186.
The Partnership is a limited partnership organized and existing under
the laws of the State of Nevada with its principal office and business address
located at 3305 West Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102.
The principal business of the Partnership is the investment in the Common Stock.
Nevon, Inc. is the sole general partner of the Partnership. Mr. Sablotsky is the
sole limited partner of the Partnership.
Nevon, Inc. is a corporation organized and existing under the laws of
the State of Nevada with its principal office and business address located at
3305 West Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102. The principal
business of Nevon, Inc. is acting as the general partner of the Partnership. Mr.
Sablotsky is the sole shareholder, the sole director and the sole officer of
Nevon, Inc.
To the best knowledge of each of the Reporting Persons, none of the
Reporting Persons has been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors), or was a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activity subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years. Mr. Sablotsky is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except for 524,000 shares of Common Stock purchased by Mr. Sablotsky
upon exercise of options for an aggregate price of $1,122,600, the Reporting
Persons acquired their shares of Common Stock in connection with the founding of
the Issuer and paid an aggregate of $196 for such Shares. The source of funds
used in making all of these purchases was working capital of the Partnership and
Mr. Sablotsky's personal funds. No portion of the consideration used by the
Reporting Persons in making the purchases described above was borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
shares of Common Stock beneficially owned by the Reporting Persons (the
"Shares").
Item 4. PURPOSE OF TRANSACTION.
The Shares were acquired by one or more of the Reporting Persons as an
investment. The Reporting Persons intend to monitor their investment in the
Shares on a continuing basis. The Reporting Persons may acquire additional
Common Stock (subject to
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availability of Common Stock at prices deemed favorable) in the open market, in
privately negotiated transactions, by tender offer or otherwise. Alternatively,
the Reporting Persons reserve the right to dispose of some or all of the Shares
in the open market or in privately negotiated transactions or otherwise
depending upon the course of actions that the Reporting Persons or the Issuer
pursue, market conditions and other factors. Although the foregoing represents
the range of activities presently contemplated by the Reporting Persons with
respect to the Shares, it should be noted that the possible activities of the
Reporting Persons are subject to change at any time.
Except as otherwise stated herein, none of the Reporting Persons have
any present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this Schedule 13D, the Reporting Persons beneficially
owned the following amounts of Shares:
<TABLE>
<CAPTION>
Amount of Shares Percentage of
Name Beneficially Owned Class(1)
---- ------------------ --------------
<S> <C> <C>
Steven Sablotsky(2) 2,476,436 11.4%
Nevon Ventures 1,754,100 8.0%
Limited Partnership
Nevon, Inc. 1,754,100 8.0%
</TABLE>
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(1) Based on 21,760,750 Shares of Common Stock issued and outstanding as
reported on the Issuer's Form 10-K dated March 24, 2000.
(2) Includes 1,754,100 Shares held by the Partnership, a limited
partnership of which Mr. Sablotsky is the sole limited partner. The
Partnership is controlled by its sole general partner, Nevon, Inc. Mr.
Sablotsky is the sole shareholder, director and officer of Nevon, Inc.
Also includes 605,670 Shares owned directly by Mr. Sablotsky and
options to purchase 116,666 Shares owned directly by Mr. Sablotsky and
exercisable within 60 days of this report on Schedule 13D. The number
of shares beneficially owned by Mr. Sablotsky does not include 44,000
shares held in custodial accounts for the benefit of his minor
children. Mr. Sablotsky disclaims beneficial ownership with respect to
the shares of Common Stock held in custodial accounts for the benefit
of his children.
The Partnership shares the power to vote or dispose of the Shares
beneficially owned by it with Nevon, Inc. and Mr. Sablotsky. Nevon, Inc., in its
capacity as the general partner of the Partnership, has the power to vote or
direct the vote of these Shares or to dispose or direct the disposition of the
Shares for the Partnership. Nevon, Inc. will be deemed the beneficial owner of
the Shares owned by the Partnership by virtue of this relationship to the
Partnership. Mr. Sablotsky, in his capacity as the sole shareholder, a director
and an officer of Nevon, Inc., the general partner of the Partnership, will be
deemed the beneficial owner of all Shares owned by the Partnership by virtue of
his power to vote or direct the vote of the Shares or to dispose or direct the
disposition of the Shares owned by the Partnership.
As part of a Marital Settlement Agreement, effective as of January 20,
2000, Mr. Sablotsky transferred to his former wife an aggregate of 1,743,725
Shares. Upon completion of the settlement, Mr. Sablotsky remained the beneficial
owner of 2,476,436 Shares. Under the terms
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of the settlement, no payment was conferred to Mr. Sablotsky for the transferred
Shares and, as a result, a price per share with respect to the transaction
cannot be provided.
Except as set forth above, there have been no transactions by the
Reporting Persons in the Common Stock effected during the past 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein, none of the Reporting Persons is a party to
any contract, arrangement, understanding of relationship with any person with
respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/s/ Steven Sablotsky
-----------------------------------------
Date: April 25, 2000 Steven Sablotsky
NEVON VENTURES LIMITED PARTNERSHIP,
a Nevada limited partnership
By: NEVON, INC., a Nevada corporation and its
General Partner
Date: April 25, 2000 By: /s/ Steven Sablotsky
----------------------------------
Steven Sablotsky, President
NEVON, INC., a Nevada corporation
Date: April 25, 2000 By: /s/ Steven Sablotsky
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Steven Sablotsky, President
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment to the Schedule 13D
filed by us with respect to the Common Stock of Noven Pharmaceuticals, Inc. is
filed on behalf of each of us.
/s/ Steven Sablotsky
----------------------------------------
Date: April 25, 2000 STEVEN SABLOTSKY
NEVON VENTURES LIMITED PARTNERSHIP,
a Nevada limited partnership
By: NEVON, INC., a Nevada corporation and
its General Partner
Date: April 25, 2000 By:/s/ Steven Sablotsky
---------------------------------
Steven Sablotsky, President
NEVON, INC., a Nevada corporation
Date: April 25, 2000 By:/s/ Steven Sablotsky
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Steven Sablotsky, President
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