SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment
No. 7)
Life
Sciences Research, Inc.
--------------------------------------------------------------------------------
(Name of
Issuer)
Voting
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of
Class of Securities)
5321691090
--------------------------------------------------------------------------------
(CUSIP
Number)
Andrew H.
Baker
Life
Sciences Research, Inc.
P. O. Box
2360
Mettlers
Road
East
Millstone, NJ 08875
(732)
873-2550
--------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July 8,
2009
--------------------------------------------------------------------------------
(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
Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties
to whom copies are to be sent.
(Continued
on following pages)
CUSIP
No. 5321691090 13D/A
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew
H. Baker
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
Not
applicable.
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
Not
applicable.
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
SOLE
VOTING
POWER 2,326,116
SHARED VOTING
POWER 0
SOLE
DISPOSITIVE
POWER 251,639
SHARED
DISPOSITIVE
POWER 2,074,477
|
8
|
9
|
10
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,326,116
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5
%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 5321691090 13D/A
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Focused
Healthcare Partners, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)
X
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
Not
applicable.
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
Not
applicable.
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
SOLE
VOTING
POWER 1,874,477
SHARED VOTING
POWER 0
SOLE
DISPOSITIVE POWER 0
SHARED
DISPOSITIVE POWER 1,874,477
|
8
|
9
|
10
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,874,477
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1
%
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 5321691090 13D/A
This
Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D, as
amended, filed by Andrew H. Baker (“Baker”) with respect to the common stock,
par value $0.01, of Life Sciences Research, Inc. (the
“Company”). Except as set forth below, all previously reported Items
remain unchanged.
Item
4
Purpose
of Transaction.
Item 4 is
hereby amended as follows:
On
Wednesday, July 8, 2009, Lion Holdings, Inc. (“Parent”) and Lion Merger Corp.
(“Merger Sub”), which are newly formed entities controlled by Baker, entered
into an agreement and plan of merger (the “Merger Agreement”) with the
Company. The Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into the Company (the “Merger”), with the Company continuing as
the surviving company and a wholly owned subsidiary of Parent following the
Merger. A copy of the Merger Agreement is filed herewith as Exhibit 1
and incorporated in this Item 4 by reference.
The Merger Agreement provides that,
upon consummation of the Merger, each share of common stock, par value $0.01 per
share, of the Company (the “Shares”) issued and outstanding immediately prior to
the effective time of the Merger (the “Effective Time”), other than Shares owned
by Parent, Lion or their affiliates, will be converted into the right to receive
$8.50 in cash (“Per Share Merger Consideration”).
The
Merger Agreement provides that any outstanding options to purchase Shares and
any outstanding warrants will become fully vested and will be converted into the
right to receive an amount of cash equal to the positive difference, if any,
between the value of the Per Share Merger Consideration and the per share
exercise price for each Share subject to such option or warrant. In addition, at
the Effective Time, the vesting of each Share of restricted stock will be
accelerated, and each such Share will be converted into the right to receive the
Per Share Merger Consideration.
Consummation
of the Merger is subject to a number of conditions, including without
limitation: (i) the approval of the Merger by (A) the holders of at least a
majority of the outstanding Shares entitled to vote on the Merger at a
stockholders' meeting duly called and held for such purpose and (B) a majority
of the votes cast by holders of outstanding Shares entitled to vote on the
Merger at a stockholders' meeting duly called and held for such purpose,
excluding any votes cast by Parent, Lion, Andrew Baker or any other “interested
party” (as such term is defined in the Merger Agreement); (ii) the absence of
any “company material adverse effect” (as defined in the Merger Agreement); and
(iii) other closing conditions set forth in the Merger Agreement.
Each of
the Company and Parent and Merger Sub have made customary representations,
warranties and covenants in the Merger Agreement including, among others,
covenants requiring the Company to carry on the Company's business in the
ordinary course during the period between the date of signing the Merger
Agreement and the closing of the Merger. The Company has agreed to
certain other negative operating covenants, as set forth more fully in Section
6.1 of the Merger Agreement. The Company is also restricted from
directly or indirectly soliciting, negotiating, or facilitating an alternative
acquisition proposal with a third-party, unless the proposal constitutes or is
reasonably likely to constitute a “Superior Proposal” and certain other
conditions are satisfied, as more fully described in the Merger
Agreement. However, the Company must pay the Parent a termination fee
of $2,230,000 if the Company accepts a Superior Proposal or the Company
terminates (or, under certain circumstances, the Parent terminates) the Merger
Agreement after the Company's board of directors changes its recommendation to
the stockholders.
The
Merger Agreement does not contain a financing condition. If the closing
conditions are satisfied five business days before December 8, 2009, and Parent
is unable to obtain the proceeds of such financing to consummate the Merger, and
provided that the Company is not then in material breach of the Merger
Agreement, the Company may terminate the Merger Agreement and Parent shall be
required to pay the Company a termination fee of $2,230,000. To
finance the acquisition, Parent has received debt and equity financing
commitments that are subject to certain conditions including negotiation of
definitive documentation.
The
Merger Agreement contains other termination rights for either the Company or
Parent under certain circumstances, including if the Merger is not consummated
by December 8, 2009 or the required approval of the Merger by the Company's
stockholders is not obtained. The Company may terminate the Merger Agreement in
connection with a Superior Proposal or a change in the board of director's
recommendation to stockholders with respect to the Merger and under certain
other circumstances. The Parent may terminate the Merger Agreement in connection
with the Company's pursuit of an alternative acquisition proposal, if the
Company fails to include, in the proxy statement, the board of director’s
recommendation to stockholders to approve the Merger, if the stockholder meeting
is not called as required under the Merger Agreement and under certain other
circumstances.
If either
the Company or Parent willfully or intentionally breaches the Merger Agreement
in any material respect, the other party may terminate the Merger Agreement in
which case the breaching party must pay the other party a termination fee of
$4,460,000. Under certain other circumstances, the Merger Agreement may be
terminated and either the Company or the Parent must pay the other a lower fee
of $1,000,000.
The
description of the Merger Agreement set forth in this Item 4 does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement.
Following
the consummation of the Merger, the Company will be a wholly−owned subsidiary of
Parent and its shares of common stock will be delisted from The NYSE ARCA and
will become eligible for deregistration under Section 12(g) of the Act. Pursuant
to the terms of the Merger Agreement, the director of Merger Sub at the
effective time of the Merger will become the director of the Company and the
officers of the Company will continue as its officers. Also at the effective
time of the Merger, the charter of the Company will be amended and restated as
provided in the Merger Agreement.
The
foregoing is intended for informational purposes only and is not a solicitation
of proxies in connection with the Merger. Solicitation of proxies to approve the
Merger will be made only pursuant to a proxy statement and related materials.
Shareholders should read the Company’s proxy statement and other relevant
documents regarding the Merger filed with the SEC when they become available
because they will contain important information relevant to the decision to
approve the Merger. Shareholders will be able to receive these documents (when
they become available), as well as other documents filed by the Reporting
Persons with respect to the Merger, free of charge at the SEC’s web site,
www.sec.gov. These documents (when they are available) can also be
obtained free of charge by accessing them on the Company’s web site at
www.lsrinc.net.
Other than the transactions
contemplated by the Merger Agreement, Baker has no plans or proposals that
relate to or would result in any of the events set forth in Items 4(a) through
(j) of Schedule 13D. Baker maintains the right to engage in further discussions
with the Company and other relevant parties concerning the business and the
future plans of the Company generally, and with regard to strategies and
potential transactions to enhance shareholder value. Baker may, and
reserves the right to, change his intentions at any time.
Item
6
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Reference
is made to the disclosure made under Item 4 of this Schedule 13D/A, which
disclosure is incorporated herein by reference.
________________________________________________________________________________
Item 7.
Material
to be Filed as Exhibits
Exhibit 1
Agreement and Plan of Merger dated July 8, 2009 (incorporated by reference to
Exhibit 2.1 filed with the Company’s Current Report on Form 8-K on July 9,
2009).
______________________________________________________________________________
*
Previously Filed.
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.
July 9,
2009 ________________
(Date)
/s/Andrew
H. Baker_________________
(Signature)
Andrew H.
Baker_________________
(Name/Title)
Focused
Healthcare Partners LLC
By: /s/Andrew
H. Baker
Name: Andrew
H. Baker
Title: Member
Attention. Intentional misstatements or
omissions of fact constitute federal criminal violations (see 18 U.S.C.
1001).
Exhibit
Index
Exhibit
1 Agreement and Plan of Merger dated July 8, 2009 (incorporated by
reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K on
July 9, 2009).
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