UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D AMENDMENT NO. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ANTARES PHARMA, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
036642106
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(CUSIP Number)
Lawrence M. Christian
Antares Pharma, Inc.
707 Eagleview Boulevard
Suite 414
Exton, PA 19341
(610) 458-6200
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Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 10, 2002
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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 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: 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.
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*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).
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SCHEDULE 13D
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CUSIP NO. 036642106
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1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (Entities Only)
Permatec Holding AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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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
Switzerland
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7 SOLE VOTING POWER
2,900,000 shares
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH
REPORTING ------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,900,000 shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000 shares
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12 CHECK BOX 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)
28.49%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP NO. 036642106
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1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (Entities Only)
Dr. Jacques Gonella
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00, PF
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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
Switzerland
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7 SOLE VOTING POWER
3,344,886 shares
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,900,000 shares
EACH
REPORTING -----------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,344,886 shares
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10 SHARED DISPOSITIVE POWER
2,900,000 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,244,886 shares
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5
12 CHECK BOX IF THE AGGREGTE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.36%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the Common Stock, par
value $.01 per share, of Antares Pharma, Inc. (formerly known as Medi-Ject
Corporation). The name and address of the principle executive offices of the
issuer of such securities are Antares Pharma, Inc., 707 Eagleview Boulevard,
Suite 414, Exton, Pennsylvania 19341.
ITEM 2. IDENTITY AND BACKGROUND
a) and b) The names and business addresses of the persons filing this
statement are as follows:
Permatec Holding AG
c/o JG Consulting AG
Hauptstrasse 16
4132 Muttenz, Switzerland
Dr. Jacques Gonella
c/o JG Consulting AG
Hauptstrasse 16
4132 Muttenz, Switzerland
c) Permatec Holding AG is a corporation organized under the laws of
Switzerland. Dr. Jacques Gonella is Chairman of Permatec Holding
AG.
d) The response to this item is negative for all persons listed
above.
e) The response to this item is negative for all persons listed
above.
f) Permatec Holding AG is a Swiss corporation. Dr. Jacques Gonella
is a citizen of Switzerland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 10, 2002, Antares Pharma, Inc. (the "Company") accepted a Subscription
Agreement and Letter of Investment Intent (the "Agreement") from Dr. Jacques
Gonella, the Company's principal shareholder and Chairman of the Board, for the
purchase of 509,137 shares of common stock of the Company. Pursuant to the
Agreement, the common stock was sold for a purchase price of $4.00 per share,
which represents the closing price of the Company's common stock as reported on
the Nasdaq SmallCap Market on June 10, 2002, the date of the Agreement. As
payment for the common stock, Dr. Gonella converted a Term Note issued to him
from the Company, dated February 20, 2002. The Term Note was for a principal
amount of $2,000,000, and had accumulated $36,450 in interest as of the date of
conversion. The common stock issued to Dr. Gonella pursuant to the Agreement are
restricted shares of common stock and do not carry with them any registration
rights.
The Company also issued Dr. Gonella 85,749 shares of common stock of the Company
on October 10, 2001, for which an amendment to this Schedule 13D has not
previously been filed. The stock was issued in connection with the Company's
purchase of certain patents from Endoscoptic s.a.r.l. Along with a cash payment
to Endoscoptic, the Company also assumed two notes of Endoscoptic, one of which
was payable to Dr. Gonella. As of October 10, 2001, the date of the transaction,
the principal and accrued interest on the note totaled $235,811. The Company
paid the note in common stock at a per share price of $2.75, the market price of
the Company's common stock as of October 10, 2001. Accordingly, on October 10,
2001, the Company issued 85,749 shares of common stock to Dr. Gonella. The
common stock issued in payment of the note are restricted shares of common stock
and do not carry with them any registration rights.
ITEM 4. PURPOSE OF TRANSACTION
Please see explanation set forth above with respect to Item 3 for purposes of
the acquisition of securities of the issuer. The answers to Item 4 are as
follows:
a) Inapplicable
b) Inapplicable
c) Inapplicable
d) Inapplicable
e) Inapplicable
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f) Inapplicable
g) Inapplicable
h) Inapplicable
i) Inapplicable
j) Inapplicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a)
Permatec Holding AG is the beneficial owner of 2,900,000 shares, or
28.49%, of $.01 par value common stock of the issuer. Dr. Jacques
Gonella is the beneficial owner of 6,244,886 shares, or 61.36%, of $.01
par value common stock of the issuer.
b)
Permatec Holding AG has the sole power to vote and the sole dispositive
power over 2,900,000 shares of $.01 par value common stock of the
issuer. Dr. Jacques Gonella has the sole power to vote and the sole
dispositive power over 3,344,886,shares of $.01 par value common stock
of the issuer. Dr. Gonella is the Chairman of Permatec Holding AG, and
owns 96.9% of its issued and outstanding stock. Thus, Dr. Gonella has
shared power to vote and shared dispositive power over the 2,900,000
shares of $.01 par value common stock of the issuer held by Permatec.
c)
The only transactions in the common stock of the issuer that was
effected by any of the reporting persons since the most recent filing
of Schedule 13D are the transactions described in Item 3 above.
d)
No other 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,
the subject securities.
e)
Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Filed as Exhibits A to this Form 13D is an agreement by the persons filing this
Form 13D to make joint filing.
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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.
PERMATEC HOLDING AG
By /s/ Dr. Jacques Gonella
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Dr. Jacques Gonella
Chairman
/s/ Dr. Jacques Gonella
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Dr. Jacques Gonella
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EXHIBIT A
AGREEMENT AS TO JOINT FILING
Pursuant to Regulation Section 240.13d-1(f)(1)(iii), the undersigned
acknowledge and agree that the attached Schedule 13D Amendment relating to
Antares Pharma, Inc. is being filed on behalf of each of the undersigned.
PERMATEC HOLDING AG
By /s/ Dr. Jacques Gonella
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Dr. Jacques Gonella
Chairman
By /s/ Dr. Jacques Gonella
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Dr. Jacques Gonella
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