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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CARACO PHARMACEUTICAL LABORATORIES LTD.
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
14075T 10 7
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(CUSIP Number)
Mr. Dilip S. Shanghvi
Sun Pharmaceutical Industries Ltd.
SPARC
Akota Road, Akota
Vadoadara 390 020 India
With a copy to:
David B. Braun, Esq.
Butzel Long
160 West Jefferson
Detroit, Michigan 48243
313-259-7777
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, February 4 and February 20, 2004
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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 Sections 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 Section 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP No. 14075T 10 7
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Sun Pharmaceutical Industries Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(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 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
India
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7. Sole Voting Power
Number of
-0-
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
15,189,614
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
-0-
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
15,189,614
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
15,189,614
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12. Check 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)
62%
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14. Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
This statement relates to the Common Stock, without par value (the
"Shares"), of Caraco Pharmaceutical Laboratories Ltd., a Michigan corporation
(the "Company"). The principal executive offices of the Company are located at
1150 Elijah McCoy Drive, Detroit, Michigan 48202.
Item 2. Identity and Background
(a) This statement is being filed pursuant to Rule 13d-(1)(f)
promulgated under the Securities and Exchange Act of 1934, as amended (the
"Act") by Sun Pharmaceutical Industries Limited, a corporation organized under
the laws of India ("Sun" or the "Reporting Person").
(b) - (c) Sun is a corporation organized under the laws of India. Sun
is a specialty pharmaceutical company. Sun's business address is Acme Plaza,
Andheri Kurla Road, Andheri (E) Mumbai 400059, India.
Pursuant to Instruction C to Schedule 13D under the Act, the directors
and executive officers of Sun and their respective business addresses and
present principal occupations are set forth below:
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE DIRECTORS OF SUN
SR. NAME OF THE DIRECTORS ADDRESS POSITION
NO.
1. SHRI DILIP S. SHANGHVI C/o Sun Pharmaceutical Industries Ltd The Chairman &
Acme Plaza, Andheri Kurla Road, Managing Director
Andheri (East),
MUMBAI - 400 059.
2. SHRI SUDHIR V. VALIA C/o Sun Pharmaceutical Industries Ltd Whole-time Director
Acme Plaza, Andheri Kurla Road,
Andheri (East),
MUMBAI - 400 059.
3. SHRI SAILESH T. DESAI C/o Sun Pharmaceutical Industries Ltd Whole-time Director
402, 4th Floor, R. K. Centre,
Fatehgunj Main Road,
BARODA - 390 002.
4. SHRI S. MOHANCHAND DADHA C/o Sun Pharmaceutical Industries Ltd Director
10, Jeypore Nagar,
CHENNAI - 600 086.
5. SHRI HASMUKH S. SHAH C/o Sun Pharmaceutical Industries Ltd Director
402, 4th Floor, R. K. Centre,
Fatehgunj Main Road,
BARODA - 390 002.
6. SHRI KEKI MINU MISTRY C/o HDFC Limited Director
Ramon House, 5th Floor,
H. T. Parekh Marg,
169, Backbay Reclamation,
Churchgate, Mumbai -400 020.
7. SHRI ASHWIN S. DANI C/o Asian Paints (India) Ltd., Director
6-A, SHANTI NAGAR,
SANTACRUZ (EAST),
MUMBAI - 400055
NAMES, BUSINESS ADDRESSES AND PRINCIPAL OCCUPATIONS OF THE EXECUTIVE OFFICERS OF
SUN
1. Mr. Shyamal Ghosh Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Sr.Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India (Marketing)
2. Mr. Harin P. Mehta Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India
3. Mr. Rakesh Mehta Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Sr.Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India (International
Marketing)
4. Dr. Ashok Batham Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President -
Maharashtra, India Clinical
Research
5. Mr. Abhay Gandhi Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Sr.Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India (International
Marketing)
6. Mr. T.K.Roy Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Sr.Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India (Marketing)
7. Mr. Lokesh Sibbal Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice President
Kurla Road, Andheri (E) Mumbai - 400 059 (Marketing)
Maharashtra, India
8. Ms. Sharda Crishna Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice
Kurla Road, Andheri (E) Mumbai - 400 059 President
Maharashtra, India (Marketing)
9. Mr. Kamlesh M. Dudhara SPARC, Akota Road, Akota, Baroda-390 020 Sr.Vice
Gujarat, India President -
Formulations
10. Dr.T.Rajmannar SPARC, Akota Road, Akota, Baroda-390 020 Sr.Vice
Gujarat, India President
(Organic
Synthesis)
11. Dr. Amarjit Singh Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Exe. Vice
Kurla Road,Andheri (E) Mumbai - 400 059 President- R&D
Maharashtra, India
12. Mr.Kamlesh H Shah Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Company
Kurla Road,Andheri (E) Mumbai - 400 059 Secretary
Maharashtra, India
13. Mr. Y Dattatreya Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice President-
Kurla Road,Andheri (E) Mumbai - 400 059 Human Resources
Maharashtra, India
14. Mr. Sundaresh Raju Sun Pharmaceutical Industries Ltd., AcmePlaza,Andheri Vice President -
Kurla Road,Andheri (E) Mumbai - 400 059 Training
Maharashtra, India
15. Mr. Vipul Doshi SPARC, Akota Road, Akota, Baroda-390 020 Sr.Vice
Gujarat, India President
(d) To the best of its belief and based upon the information available
to the Company, none of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) To the best of its belief and based upon the information available
to the Company, none of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and 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 relating to such laws.
(f) Sun is a corporation organized under the laws of India and each of
its executive officers and directors named in this Item 2 are citizens of India.
Item 3. Source and Amount of Funds or Other Considerations.
On February 4, 2004, Sun consummated the purchase of 1,052,291 shares
of Common Stock from two trusts controlled by Mr. David Hagelstein
("Hagelstein") at a price of $9.00 per share. Also, on February 4, 2004, Sun
consummated the purchase of 1,900,000 shares of Common Stock from Joliat
Enterprises LLC, a company controlled by Jay Joliat ("Joliat"), at a price of
$9.00 per share. Mr. Hagelstein and Mr. Joliat are former directors of the
Company. In addition, Sun also acquired options to purchase 1,679,066 shares of
the Company's common stock with exercise prices ranging from .$68 to $3.50 per
share from Hagelstein, Joliat and various individuals related to Joliat.
Finally, on February 20, 2004, Sun acquired 500,000 shares of Common Stock from
a single shareholder at a price of $9.00 per share. Sun's total cost to acquire
the Common Stock was $31,070,619. Sun's total cost to acquire the options was
$11,744,964. The total cost for all securities acquired was $42,814,964. Sun
financed all the purchases of Common Stock and options from internal funds.
Item 4. Purpose of Transaction
The purpose of Sun's acquisition of the Shares was to make an
additional investment in the Company and to provide an orderly method by which
Messrs. Hagelstein and Joliat could sell the Shares and the options. The Company
and Sun Global, a subsidiary of Sun, are subject to an existing new products
agreement pursuant to which Sun, or its affiliate Sun Global may receive up to
13,600,000 shares of Series B Preferred Stock, no par value (convertible on a
one-for-one basis into shares of common stock after a 3 year holding period). As
a result of the recent share acquisitions, Sun has increased its ownership from
49% to 62% and as a result has obtained control of the Company. In addition, Sun
has acquired options to purchase an additional 1,679,066 shares of Common Stock
with exercise prices ranging between $.68 and $3.50 per share.
At this time, except as disclosed above, the Sun has no immediate plans
or proposals which relate to or would result in:
1). the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the Company;
2). an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company;
3). a sale or transfer of a material amount of assets of the
Company;
4). any change in the present board of directors or management of
the Company, including any plans to change the number or term
of directors except that the board may elect to fill an
existing vacancy on the board;
5). any material change in the present capitalization or dividend
policy of the Company;
6). any other material change in the Company's business or
corporate structure;
7). changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
8). causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
registered national securities association;
9). the Shares becoming eligible for termination pursuant to
Section 12(g)(4) of the Act; or
10). any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
The following information is provided in response to Item 5 of Schedule
13D and is based on a total of 24,564,828 Shares outstanding (based on
information from the Company as to the number of Shares outstanding as of
December 31, 2003)
a-b).
Sole Voting Power
0
Shared Voting Power
15,189,614
Sole Dispositive Power
0
Shared Dispositive Power
15,189,614
Aggregate Amount Beneficially Owned
62%
c). As disclosed in Item 3, Sun, in an acquisition for cash, purchased
3,452,291 Shares in three transactions on February 4, 2004 and February 20, 2004
for $9.00 per share.
d). No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Shares.
e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Company and Sun Global, a subsidiary of Sun, were also subject to a
Products Agreement dated August 1997 pursuant to which, Sun is required to
transfer and sell to the Company the technology for up to 25 generic
pharmaceutical products consisting of ANDAs (abbreviated new drug applications)
or DESIs (drug efficiency study implementations (which only count as 1/3 of a
product)), in exchange for 544,000 Shares for each product (181,333 Shares for
each DESI product).
Sun has acquired options to purchase an additional 1,679,066 shares of
common stock. The options have exercise prices ranging from $.68 to $3.50 per
share and are immediately exercisable. All of the options expire prior to
October 18, 2006 except for 2,400 options which expire prior to September 8,
2007.
Item 7. Material to be Filed as Exhibits
None
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.
Date: February 20, 2004
Sun Pharmaceutical Industries Limited
By: /s/ Dilip S. Shanghvi
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Dilip S. Shanghvi
Managing Director