UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PERRIGO COMPANY
-------------------------------------------------------
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
-------------------------------------------------------
(Title of Class of Securities)
714290103
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(CUSIP Number)
Moshe Arkin
c/o Perrigo Israel Pharmaceuticals Ltd.
29 Lehi Street, B'nei-Brak 51200, Israel
Telephone: 972-3-577-3690
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 25, 2008
-------------------------------------------------------
(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), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
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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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Moshe Arkin
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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 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
Israel
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7. SOLE VOTING POWER
9,126,273 Shares
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 9,126,273 Shares
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,126,273 Shares
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (Based on 93,166,791 outstanding shares)
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14. TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nichsei Arkin Ltd.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [_]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
9,075,449 Shares
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY None
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 9,075,449 Shares
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,075,449 Shares
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (Based on 93,166,791 outstanding shares)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
3
The Schedule 13D filed on March 25, 2005 relating to shares of common
stock, without par value (the "Perrigo Shares") of Perrigo Company, a Michigan
company ("Perrigo"), is hereby amended as set forth below by this Amendment No.
1 (this "Statement") in connection, among others, with the sale of shares by
Moshe Arkin and Nichsei Arkin Ltd.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated in its entirety as follows:
This Statement relates to the shares of common stock, without par value of
Perrigo. The principal executive offices of Perrigo are located at 515 Eastern
Avenue, Allegan, Michigan 49010.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of Schedule 13D is hereby amended and restated as follows:
(a) - (c), (f) This Statement is filed by Moshe Arkin, an individual who is
a citizen of the State of Israel ("Arkin"), and Nichsei Arkin Ltd., an Israeli
company controlled by Arkin ("Nichsei"). Arkin's and Nichsei's principal
business address is 29 Lehi Street, B'nei-Brak 51200, Israel. Arkin is the sole
director and executive officer of Nichsei. His present principal business
occupation is serving as a consultant to Perrigo.
(d) - (e) During the last five years, neither Arkin or Nichsei has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of Schedule 13D is hereby amended by adding the following paragraph at
the end thereof:
Arkin and Nichsei acquired 10,022,092 Perrigo Shares as a result of a
Merger described and defined in the Schedule 13D filed March 25, 2005. Since
acquiring these Perrigo Shares, Arkin has received employee stock options, a
restricted stock award, and restricted stock units in connection with his
position as Vice Chairman of Perrigo, 50,824 of which are currently exercisable.
Arkin did not pay additional consideration in connection with the acquisition of
these employee stock options, restricted stock award, and restricted stock
units. In addition, since acquisition of the Perrigo Shares as a result of the
Merger, Arkin and Nichsei have sold 946,643 of these shares.
ITEM 4. PURPOSE OF TRANSACTION.
Item 3 of Schedule 13D is hereby amended by adding the following paragraphs at
the end thereof:
Arkin resigned as Vice Chairman and General Manager, Perrigo Global
Generics and Active Pharmaceutical Ingredients, on March 17, 2008.
Other than as previously reported and as set forth herein, neither Arkin
nor Nichsei has any present plans or proposals which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) As of August 26, 2008, as a result of Arkin's control over Nichsei,
Arkin is the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of 9,126,273 Perrigo Shares held of record by Arkin and Nichsei,
which represent approximately 8.9% of the total outstanding Perrigo Shares
(based on the number of Perrigo Shares disclosed as outstanding on Form 10-K
filed by Perrigo on August 18, 2008). Of these, Nichsei is the record holder of
9,075,449 Perrigo Shares, and Arkin is the beneficial holder of 50,824 Perrigo
Shares that he has a right to acquire based on various employee stock option
grants and a restricted stock award currently exercisable.
(b) As a result of Arkin's control over Nichsei, Arkin has the sole power
to direct the vote and the sole power to direct the disposition of 9,126,273
Perrigo Shares. Of these, Nichsei is the record holder of 9,075,449 Perrigo
Shares and Arkin is the beneficial holder of 50,824 Perrigo Shares that he has a
right to acquire based on various employee stock option grants and a restricted
stock award currently exercisable.
(c)During the sixty (60) days on or prior to August 26, 2008, the below
listed transactions in Perrigo Shares, or securities convertible into,
exercisable for, or exchangeable for Perrigo Shares, were consummated by the
persons referenced in Item 2 (each of which were sales effected in ordinary
brokerage transactions):
NUMBER OF SALE PRICE
DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($)
------------ ------- --------------- -------
8/20/2008 14,600 Ordinary Shares $35.500
600 Ordinary Shares $35.510
2,400 Ordinary Shares $35.530
1,100 Ordinary Shares $35.540
17,434 Ordinary Shares $35.550
200 Ordinary Shares $35.560
200 Ordinary Shares $35.570
3,079 Ordinary Shares $35.580
1,100 Ordinary Shares $35.590
1,000 Ordinary Shares $35.600
300 Ordinary Shares $35.610
200 Ordinary Shares $35.620
900 Ordinary Shares $35.630
8/21/2008 14,400 Ordinary Shares $35.500
5
NUMBER OF SALE PRICE
DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($)
------------ ------- --------------- -------
1,476 Ordinary Shares $35.510
200 Ordinary Shares $35.513
1,600 Ordinary Shares $35.520
724 Ordinary Shares $35.530
1,858 Ordinary Shares $35.540
1,821 Ordinary Shares $35.550
100 Ordinary Shares $35.555
2,843 Ordinary Shares $35.560
100 Ordinary Shares $35.565
2,578 Ordinary Shares $35.570
6,600 Ordinary Shares $35.580
2,376 Ordinary Shares $35.590
5,171 Ordinary Shares $35.600
3,968 Ordinary Shares $35.610
4,245 Ordinary Shares $35.620
7,502 Ordinary Shares $35.630
6,477 Ordinary Shares $35.640
1,000 Ordinary Shares $35.645
6,538 Ordinary Shares $35.650
3,800 Ordinary Shares $35.660
2,578 Ordinary Shares $35.670
4,110 Ordinary Shares $35.680
1,936 Ordinary Shares $35.690
5,564 Ordinary Shares $35.700
2,721 Ordinary Shares $35.710
2,801 Ordinary Shares $35.720
1,700 Ordinary Shares $35.730
3,500 Ordinary Shares $35.735
3,280 Ordinary Shares $35.740
500 Ordinary Shares $35.745
4,010 Ordinary Shares $35.750
1,925 Ordinary Shares $35.760
2,425 Ordinary Shares $35.770
3,668 Ordinary Shares $35.780
8,576 Ordinary Shares $35.790
1,000 Ordinary Shares $35.795
19,305 Ordinary Shares $35.800
6,798 Ordinary Shares $35.810
2,603 Ordinary Shares $35.820
4,262 Ordinary Shares $35.830
773 Ordinary Shares $35.840
3,223 Ordinary Shares $35.850
6
NUMBER OF SALE PRICE
DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($)
------------ ------- --------------- -------
2,928 Ordinary Shares $35.860
2,660 Ordinary Shares $35.870
1,400 Ordinary Shares $35.875
2,570 Ordinary Shares $35.880
4,971 Ordinary Shares $35.890
7,500 Ordinary Shares $35.900
6,916 Ordinary Shares $35.910
3,500 Ordinary Shares $35.915
2,400 Ordinary Shares $35.920
4,100 Ordinary Shares $35.930
6,200 Ordinary Shares $35.940
2,200 Ordinary Shares $35.945
7,720 Ordinary Shares $35.950
4,414 Ordinary Shares $35.960
700 Ordinary Shares $35.965
4,100 Ordinary Shares $35.968
4,193 Ordinary Shares $35.970
5,700 Ordinary Shares $35.980
600 Ordinary Shares $35.985
6,800 Ordinary Shares $35.990
7,035 Ordinary Shares $36.000
3,865 Ordinary Shares $36.010
780 Ordinary Shares $36.020
1,000 Ordinary Shares $36.030
8/22/2008 1,300 Ordinary Shares $36.0646
300 Ordinary Shares $36.083
8,000 Ordinary Shares $36.085
400 Ordinary Shares $36.090
600 Ordinary Shares $36.130
500 Ordinary Shares $36.132
400 Ordinary Shares $36.140
8,000 Ordinary Shares $36.145
500 Ordinary Shares $36.150
100 Ordinary Shares $36.220
4,900 Ordinary Shares $36.295
800 Ordinary Shares $36.305
400 Ordinary Shares $36.315
1,500 Ordinary Shares $36.320
200 Ordinary Shares $36.325
200 Ordinary Shares $36.335
1,300 Ordinary Shares $36.349
200 Ordinary Shares $36.350
7
NUMBER OF SALE PRICE
DATE OF SALE SHARES SOLD SECURITY TYPE PER SHARE ($)
------------ ------- --------------- -------
3,400 Ordinary Shares $36.360
200 Ordinary Shares $36.365
2,500 Ordinary Shares $36.370
3,300 Ordinary Shares $36.400
200 Ordinary Shares $36.405
200 Ordinary Shares $36.410
2,000 Ordinary Shares $36.412
300 Ordinary Shares $36.418
600 Ordinary Shares $36.420
300 Ordinary Shares $36.422
3,700 Ordinary Shares $36.430
900 Ordinary Shares $36.437
600 Ordinary Shares $36.438
3,500 Ordinary Shares $36.440
3,700 Ordinary Shares $36.449
9,000 Ordinary Shares $36.450
300 Ordinary Shares $36.453
2,000 Ordinary Shares $36.460
4,200 Ordinary Shares $36.470
3,600 Ordinary Shares $36.480
600 Ordinary Shares $36.485
8,000 Ordinary Shares $36.490
200 Ordinary Shares $36.496
7,100 Ordinary Shares $36.500
1,700 Ordinary Shares $36.510
900 Ordinary Shares $36.540
5,650 Ordinary Shares $36.550
1,550 Ordinary Shares $36.560
200 Ordinary Shares $36.650
8/25/2008 12,508 Ordinary Shares $36.000
500 Ordinary Shares $36.002
300 Ordinary Shares $36.010
285 Ordinary Shares $36.020
300 Ordinary Shares $36.033
100 Ordinary Shares $36.040
400 Ordinary Shares $36.200
400 Ordinary Shares $36.210
900 Ordinary Shares $36.220
600 Ordinary Shares $36.223
300 Ordinary Shares $36.230
600 Ordinary Shares $36.240
700 Ordinary Shares $36.250
8
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of Schedule 13D is hereby amended and restated as follows:
Other than as previously reported and as set forth in Item 4, above, there
are no present contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and any
other person, with respect to the securities of Perrigo, including, but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangement, puts 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.
Item 7 of Schedule 13D is hereby amended by adding the following:
24.1 Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd.,
dated August 12, 2008.
24.2 Power of Attorney of Moshe Arkin, dated August 12, 2008.
9
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: August 28, 2008
NICHSEI ARKIN LTD.
By: /s/ Menachem Inbar
----------------------
Menachem Inbar*
Attorney-in-fact for
Moshe Arkin, Chairman of
Nichsei Arkin Ltd.
MOSHE ARKIN
By: /s/ Menachem Inbar
----------------------
Menachem Inbar**
Attorney-in-fact
--------------------
* Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin as
Chairman of Nichsei Arkin Ltd., attached hereto as Exhibit 24.1.
** Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin,
attached hereto as Exhibit 24.2.
10
INDEX TO EXHIBITS
Exhibit
Number Document
------ --------
A Agreement and Plan of Merger, dated November 14, 2004, by and among
Perrigo Company, Perrigo Israel Opportunities Ltd. and Agis Industries
(1983) Ltd. (incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Perrigo Company on November 18,
2004).
B Lock-up Agreement, dated November 14, 2004, by and among Perrigo
Company, Perrigo Israel Opportunities Ltd. and Moshe Arkin
(incorporated herein by reference to Exhibit 10.5 to the Current
Report on Form 8-K filed by Perrigo Company on November 18, 2004).
C Registration Rights Agreement, dated November 14, 2004, by and between
Perrigo Company and Moshe Arkin (incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Perrigo
Company on November 18, 2004).
D Nominating Agreement, dated November 14, 2004, by and between Perrigo
Company and Moshe Arkin (incorporated herein by reference to Exhibit
10.2 to the Current Report on Form 8-K filed by Perrigo Company on
November 18, 2004).
E Employment Agreement, dated November 14, 2004, by and among Perrigo
Company, Agis Industries (1983) Ltd. and Moshe Arkin (incorporated
herein by reference to Exhibit 99.6 to the Registration Statement on
Form S-4 filed by Perrigo Company on February 11, 2005).
F Joint Filing Agreement, dated March 25, 2005, between Moshe Arkin and
Nichsei Arkin Ltd. (incorporated herein by reference to Exhibit 99 to
the Schedule 13D filed by Moshe Arkin and Nichsei Arkin Ltd. on March
25, 2005).
24.1 Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd.,
dated August 12, 2008.
24.2 Power of Attorney of Moshe Arkin, dated August 12, 2008.
11
EXHIBIT 24.1
SPECIAL POWER OF ATTORNEY
The undersigned, as Chairman of Nichsei Arkin Ltd., does hereby make, constitute
and appoint Menachem Inbar as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedule 13D (including
any amendments thereto) with respect to the securities of Perrigo Company, a
Michigan corporation (the "Company"), with the United States Securities and
Exchange Commission, any securities exchanges and the Company, as considered
necessary or advisable under Section 13(d) of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time
to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) such attorney-in-fact does not assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act,
or (ii) any liability of the undersigned for any failure to comply with such
requirements; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 13(d) of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12 day of August, 2008.
/s/ Moshe Arkin
---------------
Moshe Arkin as Chairman of
Nichsei Arkin Ltd.
2
EXHIBIT 24.2
SPECIAL POWER OF ATTORNEY
The undersigned does hereby make, constitute and appoint Menachem Inbar as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedule 13D (including
any amendments thereto) with respect to the securities of Perrigo Company, a
Michigan corporation (the "Company"), with the United States Securities and
Exchange Commission, any securities exchanges and the Company, as considered
necessary or advisable under Section 13(d) of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time
to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) such attorney-in-fact does not assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act,
or (ii) any liability of the undersigned for any failure to comply with such
requirements; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 13(d) of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of August, 2008.
/s/ Moshe Arkin
---------------
Moshe Arkin
2