SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on September 26, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Commonwealth
Biotechnologies Inc.
Common
Stock, with no par value per share
CUSIP
Number: 202739108
Venturepharm
Laboratories Limited
No.3
Jinzhuang, Si Ji Qing
Haidian
District, Beijing
People’s
Republic of China
Attn:
George Peng
Tel:
+86
(10) +86 (10) 88500088 ext 280
September
12, 2008
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §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 (however, see the
Notes).
SCHEDULE
13D
CUSIP
Number: 202739108
|
1
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
Venturepharm
Laboratories Limited
|
||
|
2
|
Check
the Appropriate Box if a Member
of a Group (See Instructions)
(a)
o
(b)
x
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Source
of Funds (See Instructions)
WC
and OO
|
||
|
5
|
Check
if Disclosure Of Legal Proceedings Is
Required
o
Pursuant
to Items 2(d) OR 2(e)
|
||
|
6
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole
Voting Power
2,613,426
|
|
|
8
|
Shared
Voting Power
|
||
|
9
|
Sole
Dispositive Power
2,613,426
|
||
|
10
|
Shared
Dispositive Power
|
||
|
11
|
Aggregate
Amount Beneficially Owned By Each Reporting Person
2,613,426
|
||
|
12
|
Check
if the Aggregate Amount In Row (11) Excludes
Certain
Shares
o
(See
Instructions)
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
43.3%*
|
||
|
14
|
Type
of Reporting Person (See Instructions)
CO
|
||
*
Calculated on the basis of the Issuer having 6,037,788 issued and outstanding
shares of common stock, according to the information provided by the
Issuer on
September 12, 2008.
SCHEDULE
13D
CUSIP
NO.: 202739108
|
1
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
William
Xia Guo
|
||
|
2
|
Check
the Appropriate Box if a Member
of a Group (See Instructions)
(a)
o
(b)
x
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Source
of Funds (See Instructions)
WC
and OO
|
||
|
5
|
Check
if Disclosure Of Legal Proceedings Is
Required
o
Pursuant
to Items 2(d) OR 2(e)
|
||
|
6
|
Citizenship
or Place of Organization
Canada
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
Sole
Voting Power
2,613,4261
|
|
|
8
|
Shared
Voting Power
|
||
|
9
|
Sole
Dispositive Power
2,613,4262
|
||
|
10
|
Shared
Dispositive Power
|
||
|
11
|
Aggregate
Amount Beneficially Owned By Each Reporting Person
2,613,4263
|
||
|
12
|
Check
if the Aggregate Amount In Row (11) Excludes
Certain
Shares
o
(See
Instructions)
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
43.3%4
|
||
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
||
1
William
Xia Guo indirectly owns 2,613,426 shares of common stock in the Issuer
merely by
virtue of him being the majority owner of Venturepharm Laboratories
Limited.
2
See note
1 above.
3
See note
1 above.
4
See note
1 above.
This
amended and restated statement on Schedule 13D/A amends and restates the
statement on Schedule 13D originally filed by Venturepharm Laboratories Limited
and William Xia Guo jointly, with the Securities and Exchange Commission on
July
25, 2008, and relates to the shares of the common stock of Commonwealth
Biotechnologies Inc.
Item
1 - Security and Issuer
This
Schedule 13D relates to the common stock with no par value per share of
Commonwealth Biotechnologies, Inc (the “Issuer”).
The
address of the Issuer’s principal office is at 601 Biotech Drive, Richmond,
Virginia 23235.
Item
2 - Identity and Background
Venturepharm
Laboratories Limited (“VPL”)
is a
corporation incorporated in the Cayman Islands, and its shares are listed on
the
Growth Enterprise Market of the Hong Kong Stock Exchange Limited (stock code:
8225). Its principal address is No. 3 Jinzhuang, Si Ji Qing, Haidian District,
Beijing, PRC, 100089. William Xia Guo is a majority owner of VPL5 .
He is a
citizen of Canada. His business address is No. 3 Jinzhuang, Si Ji Qing, Haidian
District, Beijing, PRC, 100089. He is the Chief Executive Officer of VPL having
its principal address at No. 3 Jinzhuang, Si Ji Qing, Haidian District, Beijing,
PRC, 100089. VPL and William Xia Guo are collectively referred to as the
“Reporting
Persons”
and
each, a “Reporting
Person”
in
this
Statement.
_________________
5 See
diagram attached as Schedule II to this Statement showing the interest William
Xia Guo holds in VPL.
The
Reporting Persons are making this single, joint filing pursuant to Rule
13(d)-1(k) promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended.
Schedule
I attached to this Statement contains the following information concerning
each
director, executive officer and controlling person of VPL: (i) name and
residence or business address, (ii) principal occupation or employment and
(iii)
the name, principal business and address of any corporation or other
organization in which such employment is conducted. Schedule I is incorporated
by reference. All persons listed on Schedule I are collectively referred to
as
“Schedule
I Persons”
in
this
Statement.
During
the last five years, none of the Reporting Persons and the Schedule I Persons
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, none of the Reporting Persons
and the Schedule I Persons has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, is or was 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.
Item
3 - Source and Amount of Funds or Other Consideration
The
securities reported in this Statement were acquired as follows: (a) 463,426
shares (the “Ancillary
Shares”)
were
acquired on June 26, 2008 through the exercise of a put option by the Issuer
pursuant to an Ancillary Agreement dated 28 March 2008 between VPL and the
Issuer (the “ Ancillary
Agreement”)
as
amended and supplemented by a Subscription and Waiver Agreement dated 8 May
2008
and between VPL and the Issuer (“ Subscription
and Waiver Agreement ”),
and
(b) 2,150,000 shares (the “Sale
Shares”)
were
acquired on September 12, 2008 under a Share Sale Agreement between VPL and
PharmAust Limited dated 28 March 2008 (the “Share
Sale Agreement”),
under
which PharmAust Limited agreed to sell, and VPL agreed to purchase, the Sale
Shares subject to the satisfaction of certain conditions.
The
consideration for the Ancillary Shares was US$1,000,000, which was satisfied
by
(a) VPL paying to the Issuer US$500,000 by wire transfer of immediate available
funds and (b) VPL issuing 2,229,664 shares in VPL (“ VPL
Consideration Shares ”)
to the
Issuer. Pursuant to the terms of the Ancillary Agreement, the number of VPL
Consideration Shares was arrived at by dividing HK$3,895,000, (equivalent to
approximately US$500,000) by HK$1.7469, which was approximately 90% of the
arithmetic average of the closing prices of one share in VPL as published in
the
Daily Quotation Sheets published by the Hong Kong Stock Exchange Limited for
the
50 consecutive trading days immediately prior to and including 25 April 2008.
The
cash
consideration in the sum of US$500,000 was funded by working capital of VPL.
The
consideration for the Sale Shares was US$3,117,500, which was satisfied by
VPL
paying to the Issuer US$3,117,500 by wire transfer of immediate available funds.
The
cash
consideration in the sum of US$3,117,500 was funded by working capital of VPL.
Item
4 - Purpose of the Transaction
The
Issuer engages in the business of, among others, biology, lead optimization
and
chemical syntheses while VPL and its subsidiaries engage in the business of,
among others, formulation and clinical trials. Both the Issuer and the VPL’s
group operate in the business of drug discovery process development and
scale-up. The services of the Issuer and VPL cover the key areas in the value
chain of the life science R&D outsourcing industry. VPL considered that
through the acquisition of the securities in the Issuer, VPL would be able
to
strengthen its research and development services in existing therapeutic areas,
expand its therapeutic capacity by entering into new segments of industry and
complement its geographical expansion strategy to strengthen delivery
capabilities.
Except
as
disclosed below, the Reporting Persons have no plan or proposal which relate
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; (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 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, including but not limited to,
if the Issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940; (g) changes in
the
Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class
of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Securities Exchange Act of
1934, as amended; and (j) any action similar to any of those enumerated above.
| a) |
VPL
entered into the Share Sale Agreement with PharmAust Limited, a company
incorporated in Australia. Under the Share Sale Agreement, PharmAust
agreed to sell, and VPL agreed to purchase, subject to the satisfaction
of
certain conditions, 2,150,000 shares of the common stock of the Issuer.
As
of the date of this Statement, all the conditions for completion
of the
sale and purchase of the Sale Shares were
satisfied.
|
| b) |
Upon
completion of the sale and purchase under the Share Sale Agreement,
VPL
became entitled to nominate a director to the board of the Issuer
in
accordance with the Issuer’s Articles of Incorporation and Bylaws and
applicable U.S. federal and state
laws.
|
| c) |
The
Sale Shares were subject to certain restrictions under the Virginia
Control Share Acquisition Statute. On March 21, 2008, the Issuer
amended
its Bylaws to remove the applicability of the Virginia Control Share
Acquisition Statute to the effect that upon acquisition of the Sale
Shares
by VPL, the Sale Shares shall be outstanding voting shares of the
Issuer’s
common stock, and rank pari passu with all issued and outstanding
shares
of the Issuer.
|
| d) |
Under
the Ancillary Agreement, among other things, the Issuer granted
VPL
two separate options to purchase, at any time prior to the date that
is
the third anniversary of the date of the Ancillary Agreement, up
to an
aggregate of US$3,000,000 of shares of the common stock of the Issuer
(“Call
Shares”).
Pursuant to the Ancillary Agreement, the Call Shares shall be purchased
at
a price per share equal to 90% of the arithmetic average of the closing
sale prices of one share of the common stock of the Issuer as reported
by
the NASDAQ Capital Market, for the fifty consecutive trading days
immediately prior to (but not including) the second business day
before
the date on which VPL will purchase the Call Shares from the Issuer.
The
consideration for the Call Shares will be satisfied by VPL as to
one-half
by cash and one-half by ordinary shares of
VPL.
|
Although
the number of shares that could be purchased pursuant to these additional
options cannot be precisely determined, if the option had been exercised on
September 12, 2008, approximately 3,000,000 shares could have been
purchased.
Item
5 - Interest in Securities of the Issuer
| a) |
As
at September 12, 2008 the Issuer has 6,037,788 issued and outstanding
shares of its common stock (including the securities reported in
this
Amendment). VPL directly beneficially owns 2,613,426 shares of the
common
stock of the Issuer, which consists of approximately 43.3% of the
outstanding common stock of the Issuer. In addition, as of 28 March
2008,
VPL has the ability to acquire additional shares based on a formula
price;
see Item 4 above. As at September 12, 2008, William Xia Guo indirectly
owns 2,613,426 shares of the common stock of the Issuer, which consists
of
approximately 43.3% of the outstanding common stock of the
Issuer6.
There is no person who together with any of the persons named in
Item 2
above, comprise a group within the meaning of section 13(d)(3) of
the
Act.
|
_________________
6 See
note 1 above.
| b) |
VPL
holds 2,613,426 shares of the common stock of the Issuer as to which
there
is sole power to vote and to dispose. William Xia Guo indirectly
holds
2,613,426 shares of the common stock of the Issuer7
as
to which there is sole power to direct the vote or to direct the
disposition.
|
| c) |
Neither
VPL nor William Xia Guo has effected any transactions in the common
stock
of the Issuer since the most recent filing of Schedule 13D.
|
| d) |
William
Xia Guo, by virtue of being the majority owner of VPL, has the right
to
receive or the power to direct the receipt of dividends from, or
the
proceeds from the sale of, the securities reported in this Statement.
|
| e) |
Not
applicable.
|
Item
6 - Contracts, Arrangements, Understanding or Relationship with
respect
of Securities of the Issuer
| a) |
VPL
and PharmAust entered into the Sale Share Agreement on 28 March 2008
in
relation to the sale and purchase of the Sale Shares. Please refer
to Item
4 above for further details.
|
| b) |
VPL
and the Issuer entered into the Ancillary Agreement on 28 March 2008
whereby (i) VPL granted the Issuer a put option to sell to VPL the
securities reported in this Amendment, and (ii) the Issuer granted
VPL two
call options to purchase from the Issuer, at any time prior to the
date
that is the third anniversary of the date of the Ancillary Agreement
(i.e.
28 March 2008), up to an aggregate of US$3,000,000 of shares of the
common
stock of the Issuer. By the Subscription and Waiver Agreement entered
into
between VPL and the Issuer on 8 May 2008, VPL and the Issuer agreed
to
waive the prohibition under the Ancillary Agreement that the Issuer
may
not exercise the put option until the expiration of a 60-day period
following the completion of the acquisition of the Sale Shares, and
the
Issuer agreed to exercise the put
option.
|
_________________
7 See
note 1 above.
| c) |
VPL
and the Issuer entered into a Registration Rights Agreement on 28
March
2008 (the “Registration
Rights Agreement”),
whereby VPL may, at any time after the date that is the second anniversary
of the date of the Registration Rights Agreement, request registration
under the United States Securities Act of 1933, as amended, of all
or any
portion of the Sale Shares on an applicable Securities Exchange Commission
(the “SEC”)
form. Subject to the decision of the board of directors of the Issuer,
the
Issuer may postpone for up to 90 days the filing or the effectiveness
of a
registration statement for the demand
registration.
|
| d) |
VPL
and the Issuer entered into a Voting and Lock-Up Agreement on 28
March
2008 (the “Voting
and Lock-Up Agreement”),
whereby, (i) for the period beginning on the completion of the acquisition
of the Sale Shares and expiring on the date that is the six month
anniversary of the completion of the acquisition of the Sale Shares,
VPL
would agree to vote all shares of the common stock of the Issuer
that it
controls (including the Sale Shares) in favor of all proposals requiring
shareholder approval that are adopted by the board of directors of
the
Issuer; and (ii) during the period beginning on the completion of
the
acquisition of the Sale Shares and ending on the date that is the
18 month
anniversary of such date of completion, VPL would not offer, sell,
contract to sell, grant any option to purchase or otherwise dispose
of any
shares of the Issuer’s capital stock, or any securities convertible into
or exercisable or exchangeable for the Issuer’s capital stock, or warrants
to purchase shares of the Issuer’s capital stock (including, without
limitation, securities of the Issuer which may be deemed to be
beneficially owned by VPL in accordance with the rules and regulations
of
the SEC and securities which may be issued upon the exercise of a
stock
option or warrant) without the prior written consent of the Issuer,
which
consent will not be unreasonably
withheld.
|
| e) |
VPL
and the Issuer entered into a letter agreement on 28 March 2008 (the
“Letter
Agreement”)
in connection with the sale by VPL of the Sale Shares under the Sale
Share
Agreement.
|
Item
7 - Materials to be Filed as Exhibits
|
Exhibit
99.1
|
Sale
Share Agreement
|
|
Exhibit
99.2
|
Subscription
and Waiver Agreement
|
|
Exhibit
99.3
|
Ancillary
Agreement
|
|
Exhibit
99.4
|
Registration
Rights Agreement
|
|
Exhibit
99.5
|
Voting
and Lock-Up Agreement
|
|
Exhibit
99.6
|
Letter
Agreement
|
SIGNATURES
After
reasonable inquiry and to the best of his or her knowledge and belief, each
of
the undersigned certifies that the information set forth in this Statement
is
true, complete and correct.
Dated
this 24 day of September 2008.
Venturepharm
Laboratories Limited
/s/
William Xia GUO
______________________________
Name:
William Xia GUO
Title:
Executive Director and CEO
/s/
William Xia Guo
________________________________
William
Xia Guo
Schedule
I
DIRECTORS
AND EXECUTIVE OFFICERS
OF
VENTUREPHARM
LABORATORIES LIMITED
The
name
and present principal occupation of each director and executive officer of
VPL
are set forth below. Unless otherwise stated, the business address for each
person listed below is c/o Venturepharm Laboratories Limited, No. 3 Jinzhuang,
Si Ji Qing, Haidian District, Beijing PRC 100089
|
Name
and Business Address (if applicable)
|
Principal
Occupation and Principal Business (if
applicable)
|
|
William
Xia Guo
|
Chairman,
executive director and chief executive officer of VPL
|
|
Dr.
Maria Xue Mei Song
|
Executive
director and Vice President of VPL
|
|
Mr.
Feng Tao
|
Non-executive
director of VPL
|
|
Mr.
Wu Xin
|
Non-executive
director of VPL
|
|
Dr.
Nathan Xin Zhang
|
Non-executive
director of VPL
|
|
Ms.
Wang Hong Bo
|
Independent
non-executive director of VPL
|
|
Mr.
Paul Contomichalos
|
Independent
non-executive director of VPL
|
|
Mr.
Wu Ming Yu
|
Independent
non-executive of VPL
|
Schedule
II
Note
1:
CBI holds 0.62% and other public shareholders hold 31.43% respective in
VPL.
Note
2: C
Tech Fund is held by 6 independent third parties.