SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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. _________)*
Angiotech Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
034918102
(CUSIP Number)
West Coast Asset Management, Inc.
2151 Alessandro Drive, Suite 215
Ventura, California 93001
Attention: R. Atticus Lowe
Telephone: (805) 653-5333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 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), 13d-1(f) or 13d-1(g), check the
following box [X].
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.
* 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 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.)
Page 1 of 10 pages
CUSIP No.: 034918102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Coast Asset Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 11,145,076
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 11,145,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,145,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON
IA
Page 2 of 10 pages
|
CUSIP No.: 034918102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Atticus Lowe
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 11,145,076
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 11,145,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,145,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON
HC
Page 3 of 10 pages
|
CUSIP No.: 034918102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance W. Helfert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 11,145,076
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 11,145,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,145,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON
HC
Page 4 of 10 pages
|
CUSIP No.: 034918102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Orfalea
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 11,145,076
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 11,145,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,145,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON
HC
Page 5 of 10 pages
|
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, no par value (the "Common
Stock"), of Angiotech Pharmaceuticals, Inc. (the "Issuer"), with its principal
executive offices located at 1618 Station Street, Vancouver, B.C. Canada, V6A
1B6.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this Statement (the
"Reporting Persons") are: (1) West Coast Asset Management, Inc., a California
corporation (the "Investment Manager"); (2) R. Atticus Lowe, a United States
Citizen ("Lowe"); (3) Lance W. Helfert, a United States Citizen ("Helfert"); and
(4) Paul J. Orfalea, a United States Citizen ("Orfalea", and together with Lowe
and Helfert, the "Principals"). The principal business address of each of the
Reporting Persons is located at 2151 Alessandro Drive, Suite 215, Ventura,
California 93001.
Each of Lowe's and Helfert's principal occupation is serving on the
investment committee of the Investment Manager. Orfalea's principal occupation
is involvement with a range of business ventures (including the Investment
Manager) and not-for-profit organizations. The principal business of the
Investment Manager is providing investment management services to West Coast
Opportunity Fund, LLC, a private investment vehicle, and separately managed
accounts, some of which are affiliated with the Reporting Persons (such
accounts, the "Accounts"). The Accounts directly own all of the shares reported
in this Statement. The Investment Manager and the Principals may be deemed to
share (with each other and not with any third party) voting and/or dispositive
power with respect to such shares, and disclaim beneficial ownership of such
shares.
(d)-(e) During the last five years, none of the Reporting Persons have
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) 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 finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Reporting Persons in making
the purchases of the shares of Common Stock owned by the Accounts in aggregate
was $40,721,395 from working capital. The Reporting Persons may effect purchases
of securities through margin accounts which may extend margin credit to the
Reporting Persons as and when required to open or carry positions in the margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and brokers' credit policies. In such instances, the positions held in the
margin accounts are pledged as collateral security for the repayment of debit
balances in the accounts.
ITEM 4. Purpose of Transaction.
BACKGROUND
The Reporting Persons (also referred to as "we" or "our") believe the
Issuer's underlying business and prospects are worth far in excess of its
current enterprise value, and that a recapitalization of the Issuer can be in
achieved in a manner which preserves a very significant amount of upside for
existing equity holders. Based on industry comparables and our assessment of
intrinsic value, we believe the Issuer is currently worth at least $6 per share,
net of debt, and has the potential to exceed $20 per share over the next 5
years. Our assessment of the Issuer's value is broken out in different
components as follows:
Page 6 of 10 pages
Medical Device Segment (Excluding Quill SRS and 5-FU CVC): $500 - $800 Million
o This segment was purchased by the Issuer for $785 million more than two
years ago and has since been vastly improved from an operational and
sales perspective. Operations have been consolidated and streamlined,
while multiple new branded products have been launched under the
exceptional leadership of new management.
Quill SRS: $200 - $500 Million+
o Based on intense research and interaction with medical professionals,
we believe the Issuer's Quill SRS franchise is beginning to
revolutionize the global wound closure market, which exceeds $2 billion
in annual sales. Quill SRS products are protected by significant
intellectual property and enjoy very high gross margins.
Taxus Royalties: $175 - $250 Million
o This value assumes very significant competition in the second half of
2008 and beyond, which would result in dramatically reduced royalty
payments in the future. However, we believe this franchise has
significant long-term staying power in a very large market, and that it
will eventually be revived by new product launches.
5-FU Platform: $100 Million+
o We believe the Issuer's 5-FU platform meets a very important and
growing need in the medical device industry. The Issuer's approved 5-FU
CVC catheter has the potential to exceed $50 million in annual sales,
and we believe this drug coating can be leveraged across a great number
of medical devices, both within the Issuer's current portfolio and
through in-licensing and out-licensing agreements.
Zilver PTX: $100 Million+
o We believe Zilver PTX has the potential to exceed $1 billion in annual
sales, from which the Issuer will receive a very significant royalty %.
Depending on the product's pending market approvals and its commercial
success, Zilver PTX has a meaningful chance to generate more than $100
million in annual royalties net to the Issuer. We believe Zilver PTX
has an outstanding chance of attaining significant commercial success
both in the U.S. and abroad.
The foregoing may contain statements, statistics and projections that
include words such as "intends", "expects", "anticipates", "estimates" and words
of similar import. By their nature, such statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. No assurances can be given that such expectations will prove to be
correct and actual results may differ materially from those projected because
such statements are based on assumptions as to future economic performance and
are not statements of fact. Certain economic, market and other information
contained herein has been obtained from sources that the Reporting Persons
believe to be reliable; however, the Reporting Persons do not assume any
responsibility for the accuracy or completeness of such information.
PURPOSE
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Page 7 of 10 pages
The Issuer has been pursuing a possible transaction with certain
private equity investors, as disclosed in the Issuer's proxy materials. The
Reporting Persons, consistent with their investment purpose, are attempting to
find an alternative which preserves as much value as possible for equity
holders. The Reporting Persons (and their affiliates), other shareholders,
bondholders, and/or unrelated parties may pursue multiple alternatives
including: (i) providing or facilitating the Issuer with a senior revolving
credit facility, and/or (ii) helping to organize the Issuer's debt holders in a
manner which effectively replaces the recently proposed transaction involving
certain private equity investors, and/or (iii) reaching an agreement whereby
such debt holders restructure their debt in a manner which provides a
significant amount of additional liquidity to the Issuer, and/or (iv) taking the
Issuer private, and/or (v) soliciting third parties to merge with the Issuer or
acquire the Issuer in whole or in part.
Consistent with their investment purpose, the Reporting Persons may
engage in communications with any one or more of the following regarding the
Issuer's management, financial condition, operations, business, results, plans
and prospects: shareholders or bondholders of the Issuer; officers or employees
of the Issuer; members of the board of directors of the Issuer; representatives
of the Issuer; the private equity investors that the Issuer is currently in
talks with; and private equity and/or strategic investors that the Issuer has
been in communication with in the past. The Reporting Persons may discuss ideas
that, if effected, may result in any of the following: the acquisition by
persons or entities of new securities or debt obligations of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in the
board of directors or management of the Issuer.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
ITEM 5. Interest in Securities of the Issuer.
(a) The Accounts directly own 11,145,076 shares of Common Stock
representing 13.0% of all of the outstanding shares of Common Stock. The
Investment Manager and the Principals may be deemed to share (with each other
and not with any third party) voting and/or dispositive power with respect to
such shares, and disclaim beneficial ownership of such shares. The percentage
set forth in this response is based on the 85,121,983 shares of Common Stock
outstanding as of July 25, 2008, as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2008.
(b) The Investment Manager and the Principals may be deemed to
share power (with each other and not with any third party) to vote or direct the
vote of and to dispose or direct the disposition of the 11,145,076 shares of
Common Stock held by the Accounts.
Page 8 of 10 pages
(c) The Investment Manager (on behalf of non-affiliated Accounts)
engaged in the following transactions on the open market in the ordinary course
of business with respect to the Issuer's Common Stock:
Transaction Number of Price Type of
Date Shares per Share Transaction
----------------------------------------------------------------
7/31/08 11,625 $2.0062 Purchase
9/4/08 79,525 $1.5015 Sale
9/12/08 20,250 $1.2500 Sale
9/16/08 25,000 $1.1016 Sale
9/17/08 79,800 $1.1767 Purchase
9/18/08 103,300 $1.2684 Purchase
9/19/08 109,700 $1.3395 Sale
9/22/08 2,100 $0.9278 Sale
|
Other than the foregoing, no transactions in the Common Stock have been
effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(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.
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney dated July 24, 2007
Page 9 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this Statement is true, complete and correct.
Dated: September 25, 2008
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Linda Schuman
-------------------------------------
Name: Linda Schuman
Title: Chief Compliance Officer of
the Investment Manager and
Attorney-in-fact for each of
the Principals
|
Page 10 of 10 pages
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement
Exhibit B - Power of Attorney dated July 24, 2007
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock, no par value, of Angiotech Pharmaceuticals, Inc.
is, and any amendments thereto signed by each of the undersigned shall be, filed
pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: September 25, 2008
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Linda Schuman
-------------------------------------
Name: Linda Schuman
Title: Chief Compliance Officer of
the Investment Manager and
Attorney-in-fact for each of
the Principals
|
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Paul J. Orfalea, Lance
W. Helfert, and R. Atticus Lowe, hereby each constitutes and appoints Linda
Schuman, Paul J. Orfalea, Lance W. Helfert and R. Atticus Lowe, and each of
them, as applicable, as true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution in name, place and stead, to sign any
reports on Form 3 (Initial Statement of Beneficial Ownership of Securities),
Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5
(Annual Statement of Beneficial Ownership of Securities) relating to
transactions by the undersigned in Common Shares or other securities and all
amendments thereto, and all filings on Schedule 13D or Schedule 13G, and all
amendments thereto, and to file the same, with the Securities and Exchange
Commission and the appropriate securities exchange, granting unto said
attorneys-in-fact and agents, and each of them, or their substitutes, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof. This
Power of Attorney shall be effective until such time as the undersigned delivers
a written revocation thereof to the above-named attorneys-in-fact and agents.
The undersigned each acknowledge that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
Dated: July 24, 2007 /s/ Paul J. Orfalea
-----------------------------------------
Paul J. Orfalea
Dated: July 24, 2007 /s/ Lance W. Helfert
-----------------------------------------
Lance W. Helfert
Dated: July 24, 2007 /s/ R. Atticus Lowe
-----------------------------------------
R. Atticus Lowe
|
Angiotech Pharmaceuticals - Common Shares (MM) (NASDAQ:ANPI)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Angiotech Pharmaceuticals - Common Shares (MM) (NASDAQ:ANPI)
Historical Stock Chart
Von Jul 2023 bis Jul 2024