SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 1 )
INTERPHARM HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
460588106
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(CUSIP Number)
Darren Ofsink, Esq.
Guzov Ofsink Flink, LLC
600 Madison Avenue, 14th Floor
New York, New York 10022
Tel. No. (212) 371-8008
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 4, 2004
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(Date of Event Which Requires Filing of This Statement)
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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 the following pages)
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CUSIP NO.
13D
460588106
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ravi Sutaria
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY 3,106,487
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,106,487
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,106,487
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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)
12.5%
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14 TYPE OF REPORTING PERSON
IN
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The Statement on Schedule 13D filed by the Reporting Person on June 10, 2003 is
amended to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
$.01 par value per share common stock (the "Common Stock") of Interpharm
Holdings, Inc. (the "Issuer"). The Issuer is a Delaware corporation and its
principal executive offices are located at 75 Adams Avenue, Hauppauge, New York
11788.
This Schedule 13D (the "Statement") relates to the Common Stock, par
value $.01 per share issued in connection with the Agreement by and among the
Issuer, Interpharm, Inc. (a New York corporation and current subsidiary of the
Issuer), and Raj Sutaria, Mona Rametra, Ravi Sutaria, and Perry Sutaria (the
"Individuals"), pursuant to which the Issuer purchased all of the capital stock
of Interpharm, Inc. (the "Transaction").
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Ravi Sutaria,
hereafter sometimes referred to as the "Reporting Person."
(b) & (c) The Reporting Person is the nephew of the Chairman and Chief
Executive Officer of the Issuer, Dr. Maganlal K. Sutaria, and the son of the
President of the Issuer, Bhupatlal K. Sutaria.
(d) & (e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, the Reporting Person has not 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, United States Federal or State securities laws
or finding any violations with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person received 1,537,794 shares of the Common Stock
reported in this Statement in connection with the Transaction.
On June 4, 2004 the Reporting Person received an additional 1,568,693
shares of Common Stock upon the automatic conversion into Common Stock of an
aggregate of 73,228 shares of Series K Convertible Preferred Stock of the Issuer
(the "Series K Stock"), which shares had also been issued to the Reporting
Person in the Transaction.
One-seventh of the shares of Series K Stock held by the Reporting
Person automatically converted into Common Stock on June 4, 2004. On that date,
pursuant to the Corrected Certificate of Designations, Rights and Preferences of
the Series K Stock of the Issuer (the "Certificate"), all conditions for
conversion of the Series K Stock were met, making June 4, 2004 the "Trigger
Date" as defined in the Certificate.
After the Trigger Date, the Series K Stock converts ratably over a
seven-year period. Under the terms of the accelerated vesting provisions of the
Certificate and a separate agreement with the holders of the Series K Stock, in
the event that (i)(a) any person or group other than the Series K Stock holders
acquires 50% or more of the Issuer's Common Stock or (b) if following a tender
offer or proxy contest, the persons who were previously the Issuer's directors
do not constitute a majority of the Issuer's Board of Directors and (ii) the
holders of Series K Stock own less than 51% of the Issuer's Common Stock,
additional shares of Series K Stock may convert at the request of the holders of
Series K Stock such that they own, in the aggregate, at least 51% of the
Issuer's Common Stock.
The Reporting Person did not acquire beneficial ownership of any of the
Common Stock with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the Transaction was for the Issuer to acquire
Interpharm, Inc. The Issuer acquired the Individuals' common stock of
Interpharm, Inc. in exchange for a percentage of the Issuer's Common Stock and
the Issuer's Series K Stock. The Reporting Person acquired the Common Stock for
investment purposes only. The Reporting Person will continue to evaluate his
ownership and voting position in the Issuer and may consider the following
courses of action: (i) continuing to hold the Common Stock for investment; (ii)
disposing of all or a portion of the Common Stock in open market sales or in
privately-negotiated transactions; (iii) acquiring additional shares of the
Issuer's Common Stock or other securities in the open market or in
privately-negotiated transactions; or (iv) hedging transactions (other than
short sales) with respect to the Common Stock. The Reporting Person has not as
yet determined which courses of action specified in this paragraph he may
ultimately take. The Reporting Person's future actions with regard to this
investment are dependent on his evaluation of a variety of circumstances
affecting the Issuer in the future, including the market price of the Issuer's
Common Stock, the Issuer's prospects and the Reporting Person's portfolio.
The relative rights, preferences and limitations of the Series K Stock,
$.01 par value, is governed by the Corrected Certificate of Designations,
Preferences and Rights of the Series K Stock. Each share of Series K Stock is
entitled to one vote, voting as a class with the holders of the Common Stock. It
is entitled to receive dividends to the same extent and in the same amounts as
the Common Stock. So long as any shares of the Series K Stock remain
outstanding, the Issuer may not create any new series or class of common stock
having preferences prior to, or in parity with or superior to the Series K Stock
as to voting or liquidation preferences.
Except as set forth above, the Reporting Person has no present intent
or proposals that 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 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; (g) any other material
change 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 Exchange Act; or (j) any
action similar to those enumerated above.
The Reporting Person reserves the right to determine in the future
whether to change the purpose or purposes described above or whether to adopt
plans or proposals of the type specified above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Rows 11 (Aggregate Amount Beneficially Owned By Each Reporting Person)
and 13 (Percent of Class Represented By Amount In Row 11) of the Cover Page.
(b) See Rows 7 (Sole Voting Power) and 9 (Sole Dispositive Power) of the Cover
Page. The Reporting Person has the power to vote to dispose or to direct the
disposition of the Common Stock reported by him in Item 5(a).
(c) Except for the issuance to the Reporting Person on June 4, 2004 of an
aggregate of 1,568,693 shares of Common Stock upon conversion of an aggregate of
73,228 shares of Series K Stock, the Reporting Person has not effected any
transaction in the Common Stock within the past sixty days.
(d) To the best knowledge of the Reporting Person, no person other than the
Reporting Person has the right to receive, or the power to direct the receipt
of, dividends from, or the proceeds from the sale of the Common Stock reported
in Item 5(a).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In the Transaction the Reporting Person also exchanged his shares of
Interpharm, Inc.'s common stock for a percentage of the Series K Stock, as
described more fully in Item 4 herein. The Reporting Person does not have any
other contracts, arrangements, understandings, or relationships (legal or
otherwise) with any person with respect to the Common Stock or the Series K
Stock, including transfer or voting thereof, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Date: June 30, 2004
/S/ RAVI SUTARIA
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Ravi Sutaria