SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
____________
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment
No. 2
)
Interpharm
Holdings, Inc.
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(Name
of Issuer)
COMMON
STOCK, PAR VALUE $.01 PER SHARE
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(Title
of Class of Securities)
460588106
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(CUSIP
Number)
Darren
Ofsink, Esq.
Guzov
Ofsink, LLC
600
Madison Avenue, 14th
Floor
New
York, New York 10022
Tel.
No. (212) 371-8008
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
4, 2005
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(Date
of Event Which Requires Filing of This
Statement)
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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 o.
Note.
Six
copies of this statement, including all exhibits, should be filed with the
Commission.
See
Rule
13d-1 (a) for other parties to whom copies are to be sent.
(Continued
on the following pages)
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CUSIP
No.
460588106
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13D
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Page
2 of 6 pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raj
Sutaria
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
2,375,000
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
2,375,000
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,375,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
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14
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TYPE
OF REPORTING PERSON
IN
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The
Statement on Schedule 13D filed by the Reporting Person on June 9, 2003, as
amended by Amendment No. 1 thereto filed by the Reporting Person on June 30,
2004, is further amended to read in its entirety as follows:
Item
1. Security and Issuer.
The
class
of equity securities to which this statement relates is the $.01 par value
per
share common stock (the “Common Stock”) of Interpharm Holdings, Inc. (the
“Issuer”). The Issuer is a Delaware corporation and its principal executive
offices are located at 75 Adams Avenue, Hauppauge, New York 11788.
This
Schedule 13D (the “Statement”) relates to the Common Stock, par value $.01 per
share of the Issuer.
Item
2. Identity and Background.
(a) The
name
of the person filing this statement is Raj Sutaria, hereafter sometimes referred
to as the “Reporting Person.”
(b)
&
(c) The
Reporting Person is the son of the Chairman of the Issuer, Dr. Maganlal K.
Sutaria, and the nephew of the President of the Issuer, Bhupatlal K. Sutaria.
The Reporting Person is a Vice President of the Issuer. The Reporting Person’s
business address is c/o Interpharm Holdings, Inc., 75 Adams Avenue, New York,
New York 11788.
(d)
&
(e) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, the Reporting Person has not 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, United States Federal or State securities laws or finding any violations
with respect to such laws.
(f) The
Reporting Person is a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration.
The
Reporting Person received 2,183,858 shares of the Common Stock reported in
this
Statement in connection with an Agreement by and among the Issuer, Interpharm,
Inc. (a New York corporation and current subsidiary of the Issuer), and Raj
Sutaria, Mona Rametra, Ravi Sutaria, and Perry Sutaria (the “Individuals”),
pursuant to which the Issuer purchased all of the capital stock of Interpharm,
Inc. (the “Transaction”).
On
each
of June 4, 2004 and June 4, 2005 the Reporting Person received an additional
2,196,170 shares of Common Stock upon the automatic conversion into Common
Stock
of an aggregate of 102,520 shares of Series K Convertible Preferred Stock of
the
Issuer (the “Series K Stock”), which shares had also been issued to the
Reporting Person in the Transaction.
One-seventh
of the shares of Series K Stock held by the Reporting Person automatically
converted into Common Stock on each of June 4, 2004 and June 4, 2005. On June
4,
2004, pursuant to the Corrected Certificate of Designations, Rights and
Preferences of the Series K Stock of the Issuer (the “Certificate”), all
conditions for conversion of the Series K Stock were met, making that date
the
“Trigger Date” as defined in the Certificate.
On
June
15, 2005 the Reporting Person contributed an aggregate of 4,576,198 shares
of
common stock and all of the remaining 512,598 shares of Series K Stock then
owned by the Reporting Person to Rajs Holdings I, LLC, a New York limited
liability company (“Rajs Holdings”), of which the Reporting Person is the sole
member. The Reporting Person is not a manager of Rajs Holdings and has no right
to remove existing managers or elect any manager of Rajs Holdings, except in
very limited situations. Therefore, upon the contribution by the Reporting
Person of the foregoing securities to Rajs Holdings, the Reporting Person ceased
being the beneficial owner of such securities within the meaning of SEC Rule
13d-3.
After
the
Trigger Date, the Series K Stock was to convert ratably over a seven-year
period. However, on May 25, 2006 the Issuer and Rajs Holdings entered into
a
Conversion Agreement pursuant to which the 512,598 shares of Series K Stock
held
by Rajs Holdings was converted into an aggregate of 10,980,850 shares of the
Issuer’s Common Stock. Immediately after the issuance of such shares to it, Rajs
Holdings owned of record 15,526,100 shares of the Issuer’s Common Stock. Such
shares are not included in the number of shares reported herein as beneficially
owned by the Reporting Person.
On
June
22, 2006 the Reporting Person exercised options to purchase an aggregate of
100,000 shares of Common Stock at $.682 per share and paid the purchase price
in
cash with personal funds.
The
Reporting Person did not acquire beneficial ownership of any of the Common
Stock
with borrowed funds.
Item
4. Purpose of Transaction.
The
purpose of the Transaction was for the Issuer to acquire Interpharm, Inc. The
Issuer acquired the Individuals’ Common Stock of Interpharm, Inc. in exchange
for a percentage of the Issuer’s Common Stock and the Issuer’s Series K Stock.
The Reporting Person acquired the Common Stock for investment purposes only.
The
Reporting Person will continue to evaluate his ownership and voting position
in
the Issuer and may consider the following courses of action: (i) continuing
to
hold the Common Stock for investment; (ii) disposing of all or a portion of
the
Common Stock in open market sales or in privately-negotiated transactions;
(iii)
acquiring additional shares of the Issuer’s Common Stock or other securities in
the open market or in privately-negotiated transactions; or (iv) hedging
transactions (other than short sales) with respect to the Common Stock. The
Reporting Person has not as yet determined which courses of action specified
in
this paragraph he may ultimately take. The Reporting Person’s future actions
with regard to this investment are dependent on his evaluation of a variety
of
circumstances affecting the Issuer in the future, including the market price
of
the Issuer’s Common Stock, the Issuer’s prospects and the Reporting Person’s
portfolio.
Pursuant
to an employment agreement dated May 30, 2003 entered into in connection with
the Transaction, the Reporting Person was granted a conditional option to
purchase 750,000 shares of Common Stock at a price of $.682 per share. 25%
of
the options vested on each of January 1, 2005 and December 31, 2005 and an
additional 25% will vest on each of December 31, 2006 and December 31, 2007. The option grant was ratified
by the Issuer’s shareholders. The options are subject to forfeiture in the event
of the termination of the Reporting Person’s employment. The term of the options
are ten years from the date of grant. On June 22, 2006 the Reporting Person
exercised vested options to purchase an aggregate of 100,000 shares of Common
Stock. Immediately after such exercise the Reporting Person held options to
purchase an aggregate of 650,000 shares of Common Stock, of which options to
purchase an aggregate of 275,000 shares of Common Stock were immediately
exercisable by the Reporting Person.
Except
as
set forth above, the Reporting Person has no present intent or proposals that
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
Directors or to fill any vacancies on the Board; (e) any material change in
the
present capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer’s business or corporate structure; (g) any other material
change in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any
person; (h) causing a class of securities of the Issuer to be delisted from
a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12 (g) (4) of the Exchange Act; or (j)
any
action similar to those enumerated above.
The
Reporting Person reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or proposals
of the type specified above.
Item
5. Interest in Securities of the Issuer.
(a) See
Rows
11 (Aggregate Amount Beneficially Owned By Each Reporting Person) and 13
(Percent of Class Represented By Amount In Row 11) of the Cover
Page.
(b) See
Rows
7 (Sole Voting Power) and 9 (Sole Dispositive Power) of the Cover Page. The
Reporting Person has the power to vote to dispose or to direct the disposition
of the Common Stock reported by him in Item 5(a).
(c) Except
for the issuance to the Reporting Person on June 22, 2006 of an aggregate of
100,000 shares of Common Stock upon his exercise of stock options, the Reporting
Person has not effected any transaction in the Common Stock within the past
sixty days.
(d) To
the
best knowledge of the Reporting Person, no person other than the Reporting
Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the Common Stock reported
in
Item 5(a).
(e) The
Reporting Person ceased to be the beneficial owner of 5% of the Common Stock
on
May 25, 2006 when all of the outstanding Series K Stock was converted into
Common Stock.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect
to Securities of the Issuer.
In
the
Transaction the Reporting Person also exchanged his shares of Interpharm, Inc.’s
common stock for a percentage of the Series K Stock, as described more fully
in
Item 4 herein. Also, the Reporting Person received an option to purchase
additional shares of Common Stock pursuant to an employment agreement as set
forth in Item 4 herein. The
Reporting Person does not have any other contracts, arrangements,
understandings, or relationships (legal or otherwise) with any person with
respect to the Common Stock, including transfer or voting thereof, finder’s
fees, joint ventures, loan or option arrangements, put 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.
None.
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: July
13,
2006
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/s/ Raj
Sutaria
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Raj
Sutaria
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