UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
PERRIGO COMPANY
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 2009
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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 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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CUSIP No. 714290103 13D Page 2 of 9
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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, PF
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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
80,676 Shares
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,722,824 Shares
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 80,676 Shares
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
6,722,824 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,803,500 Shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4% (Based on 91,326,945 outstanding shares)
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14. TYPE OF REPORTING PERSON
IN
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2
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CUSIP No. 714290103 13D Page 3 of 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nichsei Arkin Ltd.
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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
None
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,722,824 Shares
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING None
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
6,722,824 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,722,824 Shares
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4% (Based on 91,326,945 outstanding shares)
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14. TYPE OF REPORTING PERSON
CO
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3
The Schedule 13D filed by Moshe Arkin ("Arkin") and Nichsei Arkin Ltd.
("Nichsei") on March 25, 2005 relating to shares of common stock, without par
value (the "Perrigo Shares") of Perrigo Company, a Michigan company ("Perrigo"),
as amended by Amendment No. 1 filed on August 28, 2008, as amended by Amendment
No. 2 filed on September 11, 2008 and Amendment No. 3 filed on October 23, 2008,
is hereby further amended as set forth below by this Amendment No. 4 (this
"Statement") in connection with the sale of shares by Arkin and Nichsei under
the Sales Plan.
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 investing personal funds.
(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.
The last paragraph of Item 3 of Schedule 13D is hereby amended in its entirety
as follows:
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,
restricted stock awards, and restricted stock units in connection with his
former position as Vice Chairman of Perrigo and current position as a member of
the Board of Directors of Perrigo. Arkin did not pay additional consideration in
connection with the acquisition of these employee stock options, restricted
stock awards, and restricted stock units. Using personal funds, Mr. Arkin
exercised 55,000 of these stock options on December 3, 2009. Another 12,091
stock options and 13,585 restricted shares held by Mr. Arkin are currently
exercisable. In addition, since acquisition of the Perrigo Shares as a result of
the Merger, Arkin and Nichsei have sold 3,299,268 shares, 2,252,843 of which
were sold pursuant to the Sales Plan which expired on October 5, 2009.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of Schedule 13D is hereby amended by adding the following paragraphs
before the last paragraph of Item 4:
The Sales Plan which commenced on October 6, 2008 expired on October 5,
2009.
4
In addition, in his capacity as Director of Perrigo, Mr. Arkin received
3,053 stock options on November 9, 2009 (with an exercise price of $39.62 and
vesting on the day of the next annual shareholders meeting in the fall of 2010).
In addition, in his capacity as Director of Perrigo (and pursuant to
Perrigo's 2008 Long-Term Incentive Plan), Mr. Arkin received 1,514 Perrigo
Shares as a restricted stock award on November 9, 2009 (vesting September 11,
2010).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) As of November 12, 2009, 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 6,803,500 Perrigo Shares held of record by Arkin and Nichsei,
which represent approximately 7.4% of the total outstanding Perrigo Shares
(based on the number of Perrigo Shares disclosed as outstanding on Form 10-Q
filed by Perrigo on November 2, 2009). Of these, Nichsei is the record holder of
6,722,824 Perrigo Shares, and Arkin is the beneficial holder of 80,676 Perrigo
Shares that he has a right to acquire based on various employee stock option
grants and restricted stock awards currently exercisable (this figure does not
include 49,966 employee stock option grants and restricted stock awards not
currently exercisable).
(b) As a result of Arkin's control over Nichsei, Arkin and Nichsei have the
shared power to direct the vote and the shared power to direct the disposition
of 6,722,824 Perrigo Shares. In addition, Arkin has the sole power to direct the
vote and the sole power to direct the disposition of an additional 80,676
Perrigo Shares that he has a right to acquire based on various employee stock
option grants and restricted stock awards currently exercisable (this figure
does not include 49,966 employee stock option grants and restricted stock awards
not currently exercisable).
(c) In the last 60 days, 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
sales were effected in ordinary brokerage transactions under the Sales Plan).
NUMBER OF SHARES SALE PRICE PER
DATE OF SALE SOLD SECURITY TYPE SHARE ($)
--------------- ---------- -------------------- ----------
9/29/2009 12,294 Ordinary Shares $ 34.0000
1,600 Ordinary Shares $ 34.0100
400 Ordinary Shares $ 34.0150
500 Ordinary Shares $ 34.0200
800 Ordinary Shares $ 34.0300
1,300 Ordinary Shares $ 34.0400
1,000 Ordinary Shares $ 34.0600
2,300 Ordinary Shares $ 34.0600
2,700 Ordinary Shares $ 34.0700
400 Ordinary Shares $ 34.0800
5
2,500 Ordinary Shares $ 34.0900
1,100 Ordinary Shares $ 34.1000
300 Ordinary Shares $ 34.1100
200 Ordinary Shares $ 34.1200
600 Ordinary Shares $ 34.1300
500 Ordinary Shares $ 34.1400
9/30/2009 8,242 Ordinary Shares $ 34.0000
1/10/2009 50,106 Ordinary Shares $ 34.0000
100 Ordinary Shares $ 34.0025
600 Ordinary Shares $ 34.0050
17,250 Ordinary Shares $ 34.0100
100 Ordinary Shares $ 34.0150
8,292 Ordinary Shares $ 34.0200
100 Ordinary Shares $ 34.0225
800 Ordinary Shares $ 34.0250
8,732 Ordinary Shares $ 34.0300
1,706 Ordinary Shares $ 34.0400
6,442 Ordinary Shares $ 34.0500
4,279 Ordinary Shares $ 34.0600
1,200 Ordinary Shares $ 34.0650
14,475 Ordinary Shares $ 34.0700
8,489 Ordinary Shares $ 34.0800
2,771 Ordinary Shares $ 34.0900
7,731 Ordinary Shares $ 34.1000
100 Ordinary Shares $ 34.1050
2,746 Ordinary Shares $ 34.1100
8,200 Ordinary Shares $ 34.1200
3,324 Ordinary Shares $ 34.1300
1,878 Ordinary Shares $ 34.1400
3,371 Ordinary Shares $ 34.1500
1,962 Ordinary Shares $ 34.1600
400 Ordinary Shares $ 34.1700
1,637 Ordinary Shares $ 34.1800
1,100 Ordinary Shares $ 34.1900
4,258 Ordinary Shares $ 34.2000
2,525 Ordinary Shares $ 34.2100
500 Ordinary Shares $ 34.2150
8,967 Ordinary Shares $ 34.2200
4,950 Ordinary Shares $ 34.2300
100 Ordinary Shares $ 34.2350
7,100 Ordinary Shares $ 34.2400
6
2,699 Ordinary Shares $ 34.2500
3,322 Ordinary Shares $ 34.2600
1,680 Ordinary Shares $ 34.2700
2,745 Ordinary Shares $ 34.2800
3,821 Ordinary Shares $ 34.2900
3,566 Ordinary Shares $ 34.3000
6,959 Ordinary Shares $ 34.3100
2,479 Ordinary Shares $ 34.3200
3,103 Ordinary Shares $ 34.3300
3,725 Ordinary Shares $ 34.3400
6,900 Ordinary Shares $ 34.3500
2,241 Ordinary Shares $ 34.3600
1,400 Ordinary Shares $ 34.3700
1,099 Ordinary Shares $ 34.3800
200 Ordinary Shares $ 34.3900
400 Ordinary Shares $ 34.4000
124 Ordinary Shares $ 34.4100
836 Ordinary Shares $ 34.4200
600 Ordinary Shares $ 34.5500
700 Ordinary Shares $ 34.5900
5/10/2009 17,179 Ordinary Shares $ 34.0000
100 Ordinary Shares $ 34.0050
3,937 Ordinary Shares $ 34.0100
2,855 Ordinary Shares $ 34.0200
2,464 Ordinary Shares $ 34.0300
800 Ordinary Shares $ 34.0400
181 Ordinary Shares $ 34.0600
In addition to the transactions listed above, Mr. Arkin exercised 55,000
previously granted employee stock options on December 3, 2009 for a total
exercise price of $819,650. Of these options, 40,000 were exercised at $14.69 a
share (for a total exercise price of $587,600) and 15,000 were exercised at
$15.47 a share (for a total exercise price of $232,050).
(d) Not applicable.
(e) Not applicable.
7
SIGNATURE
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: December 15, 2009
NICHSEI ARKIN LTD.
By: /s/ Menachem Inbar
----------------------
Name: Menachem Inbar*
Title: Attorney-in-fact for Moshe
Arkin, Chairman of Nichsei Arkin Ltd.
MOSHE ARKIN
By: /s/ Menachem Inbar
----------------------
Name: Menachem Inbar**
Title: 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. (incorporated herein by reference to Exhibit 24.1
to Amendment No. 1 to Schedule 13D filed by Arkin and Nichsei on August 28,
2008).
** Duly authorized under Special Power of Attorney appointing Menachem Inbar
attorney-in-fact, dated August 12, 2008 by and on behalf of Moshe Arkin
(incorporated herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule
13D filed by Arkin and Nichsei on August 28, 2008).
8
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).
G Sales Plan, dated September 5, 2008, between Nichsei Arkin Ltd. and
J.P. Morgan Securities Inc. (incorporated herein by reference to
Exhibit 99 to Amendment No. 2 to Schedule 13D filed by Moshe Arkin and
Nichsei Arkin Ltd. on September 11, 2008).
24.1 Power of Attorney of Moshe Arkin as Chairman of Nichsei Arkin Ltd.,
dated August 12, 2008 (incorporated herein by reference to Exhibit
24.1 to Amendment No. 1 to Schedule 13D filed by Moshe Arkin and
Nichsei Arkin Ltd. on August 28, 2008).
24.2 Power of Attorney of Moshe Arkin, dated August 12, 2008 (incorporated
herein by reference to Exhibit 24.2 to Amendment No. 1 to Schedule 13D
filed by Moshe Arkin and Nichsei Arkin Ltd. on August 28, 2008).
9