SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Columbia Laboratories, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
197779101
(CUSIP Number)
James J. Apostolakis
c/o Lexington Shipping and Trading Corp.
950 Third Avenue, 27th Floor
New York, New York 10022
(212) 588-1900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 6, 1998
(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: |_|
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Apostolakis
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF,WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7) SOLE VOTING POWER
863,800 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 863,800 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0 %
14) TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Ray
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
United States
7) SOLE VOTING POWER
165,000
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 165,000
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6 %
14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Marden
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
United States
7) SOLE VOTING POWER
423,700
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 423,700
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,700
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5 %
14) TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony R. Campbell
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7) SOLE VOTING POWER
1,086,500 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,086,500 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8 %
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 197779101
- -------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher Castroviejo
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7) SOLE VOTING POWER
330,000 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 330,000 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1 %
14) TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to
the Common Stock, $.01 par value (the "Common Stock"), of Columbia Laboratories,
Inc., a Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 2665 South Bayshore Drive, Miami, Florida, 33133.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This statement is being filed by James J.
Apostolakis, David Ray, Bernard Marden, Anthony R. Campbell and Christopher
Castroviejo, who are collectively referred to as the "Reporting Persons."
Mr. Apostolakis is the president, sole director and sole
shareholder of Lexington Shipping and Trading Corporation, a Delaware
corporation ("Lexington Corp."), Bradmar Trading Corporation, a New Jersey
corporation ("Bradmar Corp."), and Bradford Shipping, Inc., a Delaware
corporation ("Bradford Inc."). Additionally, Mr. Apostolakis custodian for three
pension plans ("Pension Plans"). Lexington Corp., Bradmar Corp., Bradford Inc.
and the Pension Plans are collectively referred to as the "Apostolakis
Entities."
Mr. Ray is presently employed as a real estate owner.
Mr. Marden's present principal occupation is private investor.
Mr. Campbell is the managing general partner of TC Management
("TC Management"), a general partnership, which is the sole general partner of
Windsor Partners LP ("Windsor LP"), a Delaware limited partnership. TC
Management and Windsor LP are collectively referred to as the "Campbell
Entities."
Mr. Castroviejo is the president of the manager of
International Paralax, a British Virgin Islands corporation ("International
Paralax"), and Mr. Castroviejo is general partner of Paralax LP, a Delaware
limited partnership ("Paralax LP"). International Paralax and Paralax LP are
collectively referred to as the "Castroviejo Entities." Mr. Castroviejo is also
a general partner, without management responsibility, of TC Management, the sole
general partner of Windsor LP.
The business address and the address of the principal
executive office of Mr. Apostolakis is c/o Lexington Shipping and Trading Corp.,
950 Third Avenue, 27th Floor, New York, New York 10022.
<PAGE>
The business address and the address of the principal
executive office of Mr. Ray is c/o Bannister's Wharf Co., Newport, Rhode Island
02840.
The business address and the address of the principal
executive office of Mr. Marden is 1290 South Ocean Blvd, Palm Beach, Florida
33480.
The business address and the address of the principal
executive office of Mr. Campbell and Mr. Castroviejo is c/o TC Management, 237
Park Avenue, Suite 800, New York, New York 10017.
(d) - (e) During the last five years, none of the Reporting
Persons, and, to the best knowledge of the Reporting Persons, none of the
Apostolakis Entities, Campbell Entities or Castroviejo Entities, has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or has been 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 activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
(f) Each natural person identified in this Item 2 is a citizen
of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of July 14, 1998 the Reporting Persons beneficially owned
an aggregate of 2,873,700 shares of Common Stock, all of which were acquired on
the open market. The costs of the purchases by Apostolakis Entities, Campbell
Entities and Castroviejo Entities were funded out of working capital, which may,
at any given time, include margin loans made by brokerage firms in the ordinary
course of business. The costs of the purchases made by the individual Reporting
Persons were funded out of personal funds, which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons+ or their affiliated entities is
a substantial and long-time shareholder of the Company. Their respective
acquisitions of Common Stock were originally made for investment purposes.
Over the course of time, certain of the Reporting Persons
individually have expressed to the Company's senior executives their very
serious concerns with many aspects of the Company's affairs, including among
other things management's repeated failure to meet announced business
expectations,
<PAGE>
enormous increases in senior management compensation, the dramatic decline in
the trading price of the Company's Common Stock, and reports that senior
management is perceived by elements of the business and financial community as
lacking candor and credibility.
On July 6, 1998 Messrs. Apostolakis, Campbell, Castroviejo and
Knott met to share their respective views about the Company's situation and
discuss what steps, if any, might be taken to further communicate those views to
the Company's management and seek solutions to the Company's problems. In view
of the issues discussed at that meeting, the matters on which the participants
concurred, and the actions taken thereafter (including the understanding that
these persons and their affiliates would share the cost of common legal counsel
in this connection), Messrs. Apostolakis, Campbell, Castroviejo and Knott may be
deemed to have formed a "group" for purposes of the applicable rules under the
Securities Exchange Act, which is the occasion for filing the present Schedule
13D. Subsequent discussions with Messrs. Marden and Ray, who concurred with the
views of the others, led to their addition as Reporting Persons.
Following the July 6 meeting, a series of telephone
conversations were initiated among one or more of Messrs. Apostolakis, Campbell
and Knott and one or both of the Company's Chairman and the Company's President.
As a result of those discussions, the Reporting Persons
believed that an understanding in principle had been reached with the Company's
senior management regarding certain immediate steps to address shareholder
concerns. Those steps included (i) seeking to identify and employ in a senior
executive capacity an individual from outside the Company with extensive
pharmaceutical industry experience; (ii) reducing recent increases in senior
management compensation and basing future compensation on improvements in
performance; (iii) finalizing the previously indicated departure of the
Company's chief operating officer; (iv) re-allocating responsibility for
investor relations and communications with the financial community, possibly
with outside assistance; and (v) reconfiguring the Company's Board of Directors
to retain four incumbent directors and, as the Reporting Persons understood, to
add four new directors including Mr. Apostolakis.
At a meeting on July 15 at which the Reporting Persons
expected to begin implementing the foregoing understanding in principle, the
Company's Chairman, while apparently still in agreement with the first four
items noted above, maintained that he had not agreed to the fifth item, and
proposed a significantly different Board configuration in which incumbent
directors would continue to constitute a majority. In the judgment of those
Reporting Persons in attendance at that meeting, the Chairman's proposal was
insufficient to address the Company's situation and inconsistent with their
understanding of the parties' prior discussions. Limited further communications
have not changed this view.
<PAGE>
The Reporting Persons have indicated to the Company's
management that in the absence of an agreement regarding appropriate steps to
address the Company's problems, they are prepared to seek changes in the
Company's Board of Directors by other means. This would include, without
limitation, the nomination of candidates for election to the Board at the next
meeting of the Company's shareholders.
Based on, among other things, the value of the Company's major
products, Crinone and Replens, its patented bio- adhesive delivery system and
its extensive product pipeline, the Reporting Persons believe that the Company's
Common Stock is severely undervalued in the market. The Reporting Persons expect
that any directors who may be added to the Board through their efforts would
actively explore and pursue alternatives to enhance shareholder value, which
could include a possible sale of the Company or other extraordinary corporate
transaction, and would retain investment bankers or other advisers for that
purpose.
At any time, the Reporting Persons may have discussions with
investment banking firms or other parties in an effort to identify and fully
assess and evaluate potential opportunities to realize and maximize shareholder
value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons included in this Schedule 13D
beneficially own an aggregate of 2,873,900 shares of Common Stock, representing
approximately 10.0% of the shares of the outstanding Common Stock./1/
Together with the 1,007,100 shares of Common Stock
beneficially owned by David Knott as reported in a Schedule 13D separately
filed, the members of the group described in Item 4 beneficially own an
aggregate of 13.5% of the shares of outstanding Common Stock.
The following table sets forth the number of shares of Common
Stock beneficially owned by each of the Reporting Persons and percentage of the
outstanding Common Stock such ownership represents. Item 2 sets forth the
entities in which Mr. Campbell, Mr. Castroviejo and Mr. Apostolakis beneficially
own Common Stock.
- --------
/1/ Based upon 28,684,687 shares of Common Stock reported by the Company to be
outstanding as of April 30, 1998.
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Reporting Shares of Outstanding
Person Common Stock Common Stock
- ------ ------------ ------------
<S> <C> <C>
Mr. Apostolakis 868,800/2/ 3.0
Mr. Ray 165,000 0.6
Mr. Marden 423,700 1.5
Mr. Campbell 1,086,500 3.8
Mr. Castroviejo/3/ 330,000 1.1
The following table sets forth the number of shares of Common Stock
owned by the Apostolakis Entities.
Percentage of
Apostolakis Shares of Outstanding
Entity Common Stock Common Stock
Lexington Corp. 48,600 0.2
Bradmar Corp. 36,850 0.1
Bradford Inc. 36,500 0.1
Pension Plans 17,625 0.06
</TABLE>
Additionally, Mr. Apostolakis individually owns 724,225 shares of Common Stock,
representing approximately 2.5% of the outstanding Common Stock.
The following table sets forth the number of shares of Common Stock
owned by the Campbell Entities.
<TABLE>
<CAPTION>
Percentage of
Campbell Shares of Outstanding
Entity/4/ Common Stock Common Stock
- --------- ------------ ------------
<S> <C> <C>
TC Management 1,086,500 3.8
Windsor LP 1,086,500 3.8
</TABLE>
- --------
/2/ Not including certain non-qualified options, not presently exercisable, to
purchase 50,000 shares at a price of $11.625 granted on February 2, 1998.
/3/ Through his position as a general partner of TC Management, the sole general
partner of Windsor LP, Mr. Castroviejo may also be deemed to beneficially own
shares of Common Stock, owned by Windsor LP, as to which he disclaims beneficial
ownership. The above table reflects only Mr. Castroviejo's position as president
of the manager of International Parallax and general partner of Parallax LP.
(see Item 2).
/4/ TC Management, as general partner of Windsor LP, may be deemed to
beneficially own the shares which Windsor LP directly owns.
<PAGE>
The following table sets forth the number of shares of Common Stock
owned by the Castroviejo Entities.
<TABLE>
<CAPTION>
Percentage of
Castroviejo Shares of Outstanding
Entity/5/ Common Stock Common Stock
- --------- ------------ ------------
<S> <C> <C>
International Parallax 315,000 1.1
Parallax LP 15,000 0.05
</TABLE>
(b) By reason of his position as sole officer, director and
shareholder of Lexington Corp., Bradford Inc., and Bradmar Corp.(see Item 2),
and his position as custodian for the Pension Plans, Mr. Apostolakis may be
deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by the Apostolakis Entities. Pursuant to Rule 13d-4
promulgated under the Securities Act of 1934, as amended (the "Securities
Exchange Act"), Mr. Apostolakis disclaims beneficial ownership of such shares.
By reason of his position as managing general partner of TC
Management, the general partner of Windsor LP (see Item 2) Mr. Campbell may be
deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by the Campbell Entities. Pursuant to Rule 13d-4 promulgated
under the Securities Exchange Act, Mr. Campbell disclaims beneficial ownership
of such shares.
By reason of his position as general partner of TC Management,
the general partner of Windsor LP, his position of president of manager of
International Paralax and his position of general partner of Paralax LP, Mr.
Castroviejo may be deemed to possess the power to vote and dispose of the shares
of Common Stock beneficially owned by the Campbell Entities and the Castroviejo
Entities. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act,
Mr. Castroviejo disclaims beneficial ownership of such shares.
(c) Except as set forth on Schedule I annexed hereto, the
Reporting Persons, Apostolakis Entities, Campbell Entities and Castroviejo
Entities have not effected any transactions in the Common Stock during the past
60 days. All such transactions were effected in the open market.
(d) Not applicable.
(e) Not applicable.
- --------
/5/ Mr. Castroviejo is also a general partner of TC Management, the general
partner of Windsor LP. He may be deemed to beneficially own the shares which TC
Management, Windsor LP and the Castroviejo Entities directly own.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Notwithstanding certain discussions with the Company's
management, there is no present understanding between the Reporting Persons and
the Company. (See item 4.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement of joint filing
pursuant to Rule 13d(1)-f
promulgated under the
Securities Exchange Act of
1934, as amended.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: July 16, 1998
/s/ James J. Apostolakis
------------------------
Name: James J. Apostolakis
/s/ David Ray
-------------
Name: David Ray
/s/ Bernard Marden
------------------
Name: Bernard Marden
/s/ Anthony R. Campbell
-----------------------
Name: Tony Campbell
/s/ Christopher Castroviejo
---------------------------
Name: Christopher Castroviejo
<PAGE>
SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF COLUMBIA LABORATORIES, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by James J. Apostolakis./6/
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
5/27/98 4200 $35,265.00
7/8/98 1000 $5,120.00
7/9/98 1100 $6,946.00
7/13/98 1200 $8,172.00
Shares Purchased by Lexington Corp.
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/13/98 48,600 $20,430
Shares Purchased by Bradmar Corp.
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/10/98 2000 $14,500.00
Shares Purchased by Bernard Marden./7/
Number of
Shares
Date Purchased Total Cost
- ---- --------- ----------
7/10/98 55,400 $387,800.00
- --------
/6/ In addition to the listed purchases, on June 16, 1998 Mr. Apostolakis
purchased 200 call options at $5.00 on the open market at a price of $1.625.
/7/ In addition to the listed purchases, on June 18, 1998 Mr. Ray purchased 200
call options at $7.50 on the open market for a price of $.75.
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Dated: July 16, 1998
/s/ James J. Apostolakis
------------------------
Name: James J. Apostolakis
/s/ David Ray
-------------
Name: David Ray
/s/ Bernard Marden
------------------
Name: Bernard Marden
/s/ Anthony R. Campbell
-----------------------
Name: Tony Campbell
/s/ Christopher Castroviejo
---------------------------
Name: Christopher Castroviejo
