Amended Statement of Beneficial Ownership (sc 13d/a)
October 12 2016 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
Amendment No. 2
Albany
Molecular Research, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
012423109
(CUSIP Number)
Lauro Cinquantasette
S.p.A.
Via del Lauro, 7
20121 Milano, Italy
Attention: Enrico Ricotta
+39-02-8695221
Lauro Quarantotto S.p.A.
Via del Lauro, 7
20121 Milano, Italy
Attention: Marco Carotenuto
+39-02-8695221
Clessidra S.G.R. S.p.A.
Via del Lauro, 7
20121 Milano, Italy
Attention: Riccardo
Bruno
+39-02-8695221
Mandarin Capital Partners
Secondary S.C.A. SICAR
10, Rue Antoine Jans
L-1820 Luxembourg
Attention: Massimo
Longoni & Lorenzo Stanca
+352-27-85-80-50-1
Mandarin Capital Management
Secondary S.A.
10, Rue Antoine Jans
L-1820 Luxembourg
Attention: Massimo
Longoni & Lorenzo Stanca
+326-26-73-85-1
With copies to:
Debevoise & Plimpton
LLP
919 Third Avenue
New York, NY 10022
Attention: Maurizio
Levi-Minzi, Esq.
(212) 909-6306
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 28, 2016
(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 §§ 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 Rule
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 purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act
but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
(Continued on following
pages)
1
|
NAME OF REPORTING PERSON
Lauro Cinquantasette S.p.A.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☑
(b)
¨
*
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR (2e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,051,295
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,051,295
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16.49% **
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Item
☑
*
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.49%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
*
|
To the extent that the parties to the Stockholders Agreement
(as defined in Item 6 of the Statement (as defined below)), the Lauro 57 Shareholders Agreement (as defined in Item 5(b) of the
Statement) or the Amended Lauro 57 Shareholders Agreement (as defined below in Item 5(b) of the Statement) may be deemed to constitute
a “group” within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share
beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement or the
other shareholder parties to the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement, as applicable,
the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
|
|
**
|
See Item 5 of the Statement and this Amendment No. 2
(as defined below) for discussion of calculation of beneficial ownership and percentage of ownership.
|
1
|
NAME OF REPORTING PERSON
Lauro Quarantotto S.p.A.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☑ (b)
¨
*
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR (2e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,051,295
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,051,295
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6.82% **
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Item ☑ *
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.82%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
*
|
To the extent that the parties to the Stockholders Agreement,
the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group”
within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership
of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement or the other shareholder parties
to the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement, as applicable, the Reporting Persons expressly
disclaim beneficial ownership of any shares of Common Stock held by such other parties.
|
|
**
|
See Item 5 of the Statement and this Amendment No. 2 for discussion of calculation of beneficial ownership and percentage of
ownership.
|
1
|
NAME OF REPORTING PERSON
Clessidra S.G.R. S.p.A.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☑ (b)
¨
*
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR (2e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,051,295
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,051,295
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6.82% **
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Item ☑ *
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.82%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
*
|
To the extent that the parties to the Stockholders Agreement,
the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group”
within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership
of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement or the other shareholder parties
to the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement, as applicable, the Reporting Persons expressly
disclaim beneficial ownership of any shares of Common Stock held by such other parties.
|
|
**
|
See Item 5 of the Statement and this Amendment No. 2
for discussion of calculation of beneficial ownership and percentage of ownership.
|
1
|
NAME OF REPORTING PERSON
Mandarin Capital Partners Secondary S.C.A. SICAR
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☑ (b)
¨
*
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR (2e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,051,295
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,051,295
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4.05% **
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Item ☑ *
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.05%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
*
|
To the extent that the parties to the Stockholders Agreement,
the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group”
within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership
of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement or the other shareholder parties
to the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement, as applicable, the Reporting Persons expressly
disclaim beneficial ownership of any shares of Common Stock held by such other parties.
|
|
**
|
See Item 5 of the Statement and this Amendment No. 2
for discussion of calculation of beneficial ownership and percentage of ownership.
|
1
|
NAME OF REPORTING PERSON
Mandarin Capital Management Secondary S.A.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☑ (b)
¨
*
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR (2e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,051,295
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,051,295
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0.405% **
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Item ☑ *
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.405%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
*
|
To the extent that the parties to the Stockholders Agreement,
the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group”
within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership
of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement or the other shareholder parties
to the Lauro 57 Shareholders Agreement or the Amended Lauro 57 Shareholders Agreement, as applicable, the Reporting Persons expressly
disclaim beneficial ownership of any shares of Common Stock held by such other parties.
|
|
**
|
See Item 5 of the Statement and this Amendment No. 2
for discussion of calculation of beneficial ownership and percentage of ownership.
|
This Amendment No. 2 amends and supplements
the statement on Schedule 13D initially filed by the Reporting Persons on July 18, 2016, as amended by Amendment No. 1 filed on
August 8, 2016 (as amended, the “
Statement
”). Information reported in the Statement remains in effect except
to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used
and not defined in this Amendment No. 2 shall have the meanings set forth in the Statement.
Item 2. Identity and
Background.
1. Item 2(a) of the Statement is hereby
amended and replaced in its entirety as follows:
“(a) This statement
is being filed by the following persons:
|
(i)
|
Lauro Cinquantasette S.p.A., a company organized under the laws of Italy (“
Lauro 57
”);
|
|
(ii)
|
Lauro Quarantotto S.p.A., a company organized under the laws of Italy (“
Lauro 48
”);
|
|
(iii)
|
Clessidra S.G.R. S.p.A., a company organized under the laws of Italy (“
Clessidra
”);
|
|
(iv)
|
Mandarin Capital Partners Secondary S.C.A. SICAR, a company organized under the laws of Luxembourg (“
MCPS
”);
and
|
|
(v)
|
Mandarin Capital Management Secondary S.A., a company organized under the laws of Luxembourg (“
MCMS
”, and
together with Lauro 57, Lauro 48, Clessidra and MCPS, the “
Reporting Persons
”, and each, a “
Reporting
Person
”).”
|
2. Item 2(b) of the Statement is hereby
amended and replaced in its entirety as follows:
“The address of the principal executive
offices of Lauro 57, Lauro 48 and Clessidra is Via del Lauro, 7, 20121 Milano, Italy. The address of the principal executive offices
of MCPS and MCMS is 10, Rue Antoine Jans, L-1820 Luxembourg.”
3. The first paragraph of Item 2(c) of the
Statement is hereby amended and replaced in its entirety as follows:
“Lauro 57, Lauro 48 and Clessidra’s
principal business addresses are in Italy. Lauro 57 and its subsidiaries operate in Italy, France, Germany and the United States
of America in the active pharmaceutical ingredients sector and in the customs synthesis and fine chemicals segments. Lauro 48 is
an investment entity controlled by Clessidra on behalf of the private equity fund Clessidra Capital Partners II (“
CCPII
”).
Clessidra is an asset management company authorized by the Bank of Italy that manages private equity funds, including CCPII, that
invest in medium to large sized companies in different industries. On September 14, 2016, Italmobiliare S.p.A. acquired 99% of
the share capital of Clessidra. MCPS’s and MCMS’s principal business addresses are in Luxembourg. MCPS is a private
equity fund. MCMS is the general partner of MCPS and makes all investment decisions on behalf of MCPS.”
4. Item 2(f) of the Statement is hereby
amended and replaced in its entirety as follows:
“Lauro 57, Lauro 48 and Clessidra are
each organized under the laws of Italy. MCPS and MCMS are each organized under the laws of Luxembourg.”
5. Annex A of the Statement is hereby amended
and replaced in its entirety by Annex A attached hereto.
Item 5. Interest in Securities of the Issuer.
6. The third paragraph of Item 5(a) of the
Statement is hereby amended and supplemented as follows:
“MCPS directly owns 24.57% of the total
capital stock of Lauro 57 (and thereby indirectly holds 4.05% of the Issuer). MCMS owns 10% of the total capital stock of MCPS
(and thereby indirectly holds 0.405% of the Issuer).”
7. The first paragraph of Item 5(b) of the
Statement is hereby amended and supplemented as follows:
“On August 5, 2016, the shareholders
of Lauro 57 entered into a
Patto Parasociale Consolidato
(
i.e.
, a Shareholders Agreement) to amend and replace the
Lauro 57 Shareholders Agreement and implement and supersede the Memorandum of Understanding (the “
Amended Lauro 57 Shareholders
Agreement
”). The Effective Date of the Amended Lauro 57 Shareholders Agreement is September 28, 2016 (the “
Effective
Date
”). As of the Effective Date, each of Lauro 48 and MCPS have the right to appoint a director to Lauro 57’s
three member board of directors and each such director must approve any action of Lauro 57’s board of directors, including
any disposition of the Issuer’s Common Stock held by Lauro 57. As of the Effective Date, no shareholder of Lauro 57 has any
“drag along” rights under the Amended Lauro 57 Shareholders Agreement.”
Item 7. Material to be Filed as Exhibits.
Exhibit No.
|
Description
|
7.10
|
Joint Filing Agreement, dated October 12, 2016, by and among Lauro 57, Lauro 48, Clessidra, MCPS and MCMS.
|
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: October 12, 2016
|
LAURO CINQUANTASETTE S.P.A.
|
|
|
|
By:
|
/s/ Enrico Ricotta
|
|
|
Name: Enrico Ricotta
|
|
|
Title: Director
|
|
|
|
|
LAURO QUARANTOTTO S.P.A.
|
|
|
|
By:
|
/s/ Marco Carotenuto
|
|
|
Name: Marco Carotenuto
|
|
|
Title: Chairman
|
|
|
|
|
CLESSIDRA S.G.R. S.P.A.
|
|
|
|
By:
|
/s/ Riccardo Bruno
|
|
|
Name: Riccardo Bruno
|
|
|
Title: Director
|
|
|
|
|
MANDARIN CAPITAL PARTNERS
SECONDARY S.C.A. SICAR
|
|
|
|
By: Mandarin Capital Management Secondary S.A., its General Partner
|
|
|
|
By:
|
/s/ Massimo Longoni
|
|
|
Name: Massimo Longoni
|
|
|
Title: Director
|
|
|
|
|
By:
|
/s/ Lorenzo Stanca
|
|
|
Name: Lorenzo Stanca
|
|
|
Title: Director
|
|
MANDARIN CAPITAL MANAGEMENT
SECONDARY S.A.
|
|
|
|
|
By:
|
/s/ Massimo Longoni
|
|
|
Name: Massimo Longoni
|
|
|
Title: Director
|
|
|
|
|
By:
|
/s/ Lorenzo Stanca
|
|
|
Name: Lorenzo Stanca
|
|
|
Title: Director
|
ANNEX A
Unless otherwise indicated below, the business
address of the directors and executive officers of Lauro 57, Lauro 48 and Clessidra is Via del Lauro, 7, 20121 Milano, Italy and
the business address of the directors and executive officers of MCPS and MCMS is 10, Rue Antoine Jans, L-1820 Luxembourg. Each
occupation set forth opposite such person’s name refers to employment with the Reporting Persons. To the Reporting Persons’
knowledge, none of the directors or executive officers of the Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 a
finding of any violation with respect to such laws.
Directors and Executive Officers of the
Reporting Persons
.
Lauro 57
:
Name
|
Occupation and
Business Address
|
Number of Shares of Common Stock Owned
|
Citizenship
|
Piero Alonzo
|
Director & CEO
|
N/A
|
Italy
|
Marco Carotenuto
|
Director
|
N/A
|
Italy
|
Emiliano Nitti
|
Director
|
N/A
|
Italy
|
Enrico Ricotta
|
Director
|
N/A
|
Italy
|
Carlo Luigi Rossi
|
Director
|
N/A
|
Italy
|
Alberto Mangia
|
Director
|
N/A
|
Italy
|
Giovanni Campolo
|
Director
|
N/A
|
Italy
|
Lauro 48
:
Name
|
Occupation and
Business Address
|
Number of Shares of Common Stock Owned
|
Citizenship
|
Monica Maria Bianca Magrassi
|
Director & CEO
|
N/A
|
Italy
|
Marco Carotenuto
|
Director
|
N/A
|
Italy
|
Emiliano Nitti
|
Director
|
N/A
|
Italy
|
Clessidra
:
Name
|
Occupation and
Business Address
|
Number of Shares of Common Stock Owned
|
Citizenship
|
Carlo Pesenti
|
Chairman
|
N/A
|
Italy
|
Mario Fera
|
CEO
|
N/A
|
Italy
|
Riccardo Bruno
|
Director
|
N/A
|
Italy
|
Manuel Antonio Catalano
|
Director
|
N/A
|
Italy
|
Federico Ghizzoni
|
Director
|
N/A
|
Italy
|
Galeazzo Pecori Giraldi
|
Director
|
N/A
|
Italy
|
Alessandra Manuli
|
Director
|
N/A
|
Italy
|
MCPS
:
Name
|
Occupation and
Business Address
|
Number of Shares of Common Stock Owned
|
Citizenship
|
Mandarin Capital Management Secondary S.A.
|
Director
|
0.405%
|
Luxembourg
|
MCMS
:
Name
|
Occupation and
Business Address
|
Number of Shares of Common Stock Owned
|
Citizenship
|
Lorenzo Stanca
|
Director
|
N/A
|
Italy
|
Massimo Longoni
|
Director
|
N/A
|
Italy
|
Zheng Gao
|
Director
|
N/A
|
China
|
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