UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 10)
Under
the Securities Exchange Act of 1934
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name of Issuer)
ORDINARY
SHARES, PAR VALUE NIS 0.0001 PER SHARE
(Title of Class of
Securities)
Mr. Sudhir
V. Valia, Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059,
India
(Name, Address and Telephone Number of
Person Authorized
to
Receive Notices and Communications)
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box o.
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-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 (“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).
CUSIP
No. M8737E108
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Page 2
of 7 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SUN
PHARMACEUTICAL INDUSTRIES LTD.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Republic of India
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
18,143,927*
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8
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SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
18,143,927
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10
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SHARED
DISPOSITIVE POWER
0
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,143,927
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.95%**
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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*
Includes 3,770,833 Ordinary Shares acquired by Alkaloida Chemical Company
Exclusive Group Ltd. (“Alkaloida”), an indirect subsidiary of Sun Pharmaceutical
Industries Ltd. (“Sun”), on May 21, 2007 and 3,016,667 Ordinary Shares acquired
by Alkaloida on May 30, 2007, in each case pursuant to the share purchase
agreement dated May 18, 2007 (“Purchase Agreement”), between Alkaloida and the
Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary
Shares; 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. (“Sun
Pharma”), a direct wholly-owned subsidiary of Sun, on July 11, 2007 and 500
Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open
market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August
2, 2007, pursuant to Sun’s rights under the warrant, dated May 18, 2007, issued
by the Issuer to Sun (the “Original Warrant”); 3,712,557 Ordinary Shares
acquired by Alkaloida on February 19, 2008, from Brandes Investment Partners,
L.P., for and on behalf of certain of its investment advisory clients
(“Brandes”); and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008,
from Harel Insurance Company Limited (“Harel”). This amount also
includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire
pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant
No. 2”). On December 1, 2009, Sun exercised Warrant No. 2 and
nominated Alkaloida to purchase the underlying shares at the exercise price
stated in Warrant No. 2 of $6.00 per share. By letter dated December
1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel
to the Issuer to the effect that exercise of Warrant No. 2 would violate the
temporary injunction issued by the Supreme Court of Israel in connection with
ongoing litigation between Sun, Alkaloida, the Issuer and other related parties
(the “STO Litigation”) and would require the approval of the Israel Land
Administration and possibly other governmental authorities.
** Based on
39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the
Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on
July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been
issued to Alkaloida on December 1, 2009 upon exercise of Warrant No.
2.
CUSIP
No. M8737E108
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Page 3
of 7 Pages
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|
1
|
NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
British Virgin Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.95%**
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
*
Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and
3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case
pursuant to the Purchase Agreement; 58,000 Ordinary Shares acquired by Sun
Pharma on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July
23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares
acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the
Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February
19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on
June 23, 2008, from Harel. This amount also includes 3,787,500
Ordinary Shares which Alkaloida has the right to acquire pursuant to Warrant No.
2. On December 1, 2009, Sun exercised Warrant No. 2 and nominated
Alkaloida to purchase the underlying shares at the exercise price stated in
Warrant No. 2 of $6.00 per share. By letter dated December 1, 2009,
the Issuer refused to issue such shares, citing an opinion of counsel to the
Issuer to the effect that exercise of Warrant No. 2 would violate the temporary
injunction issued by the Supreme Court of Israel in connection with the STO
Litigation and would require the approval of the Israel Land Administration and
possibly other governmental authorities.
** Based on
39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the
Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on
July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been
issued to Alkaloida on December 1, 2009 upon exercise of Warrant No.
2.
CUSIP
No. M8737E108
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Page 4
of 7 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ALKALOIDA
CHEMICAL COMPANY EXCLUSIVE GROUP LTD
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Republic of Hungary
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.82%**
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
|
* Includes
3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667
Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to
the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on
August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557
Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and
797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from
Harel. This amount also includes 3,787,500 Ordinary Shares which
Alkaloida has the right to acquire pursuant to Warrant No. 2. On
December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to
purchase the underlying shares at the exercise price stated in Warrant No. 2 of
$6.00 per share. By letter dated December 1, 2009, the Issuer refused
to issue such shares, citing an opinion of counsel to the Issuer to the effect
that exercise of Warrant No. 2 would violate the temporary injunction issued by
the Supreme Court of Israel in connection with the STO Litigation and would
require the approval of the Israel Land Administration and possibly other
governmental authorities.
** Based on
39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the
Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on
July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been
issued to Alkaloida on December 1, 2009 upon exercise of Warrant No.
2.
This
Amendment No. 9 amends and
supplements the Statement on Schedule 13D originally filed by the Reporting
Persons with the Securities and Exchange Commission on July 3, 2007 (the
“Original Schedule 13D”); the Amendment No. 1 to the Original
Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the
Amendment No. 2 to the Original Schedule 13D, filed on August 2,
2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D,
filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to
the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the
Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the
“Amendment No. 5”); the Amendment No. 6 to the Original Schedule 13D, filed on
June 24, 2008 (the “Amendment No. 6”); the Amendment No. 7 to the Original
Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”); the Amendment No.
8 to the Original Schedule 13D, filed on December 2, 2009 (the “Amendment No.
8”); and the Amendment No. 9 to the Original Schedule 13D, filed on December 11,
2009 (the “Amendment No. 9”, together with the Original Schedule 13D, the
Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment
No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7 and the
Amendment No. 8, the “Schedule 13D”), with respect to the Ordinary Shares, par value NIS
..0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd.,
an Israeli corporation (the “Issuer”), whose principal executive offices are
located at Italy House, Euro Park, Yakum 60972, Israel. Unless
otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the
Schedule 13D.
Item
4. Purpose of Transaction.
The
response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following paragraph after the last paragraph of Item
4:
“On
December 14, 2009, counsel to Sun and Alkaloida sent a letter, filed hereto as
Exhibit 99.25, to counsel to the Issuer, refuting the arguments given by the
Issuer for refusing to issue Ordinary Shares upon Sun’s exercise of Warrant No.
2 on December 1, 2009.”
Item
7. Materials to be Filed as Exhibits.
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99.25
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Letter,
dated December 14, 2009, from counsel to Sun and Alkaloida to counsel to
the Issuer.
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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.
December
14, 2009
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SUN
PHARMACEUTICAL INDUSTRIES LTD.
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/s/ Sudhir V.
Valia |
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Signature
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Mr. Sudhir
V. Valia |
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Director |
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Name/Title |
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SUN
PHARMA GLOBAL, INC.
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/s/ Harin Mehta |
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Signature |
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Mr. Harin
Mehta |
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Director |
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Name/Title |
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ALKALOIDA
CHEMICAL COMPANY EXCLUSIVE
GROUP LIMITED.
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/s/ Harin Mehta |
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Signature |
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Mr.
Harin Mehta |
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Director |
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Name/Title
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EXHIBIT
INDEX
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99.25
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Letter,
dated December 14, 2009, from counsel to Sun and Alkaloida to counsel to
the Issuer.
|