sc13da3.htm
 
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 (Amendment No. 3)
 
SIGA Technologies, Inc.
 
 (Name of issuer)

Common Stock, par value $0.0001 per share
 (Title of class of securities)

826917-10-6
 (CUSIP number)

Barry F. Schwartz
35 East 62nd Street
New York, New York 10021
(212) 572-8600
 (Name, address and telephone number of person
authorized to receive notices and communications)

November 29, 2007
 (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 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: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
 
(Continued on following pages)
 
 
1
CUSIP No. 826917-10-6
 
1.
Name of Reporting Person. I.R.S. Identification No. of above person
 
MacAndrews & Forbes Holdings Inc.
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
 
0
 
8.
Shared Voting Power
 
5,909,245
 
9.
Sole Dispositive Power
 
0
 
10.
Shared Dispositive Power
 
5,909,245
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,909,245
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
16.6%
14.
Type of Reporting Person
 
CO

  
2
CUSIP No. 826917-10-6
 
1.
Name of Reporting Person. I.R.S. Identification No. of above person
 
MacAndrews & Forbes Inc.
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
 
0
 
8.
Shared Voting Power
 
5,909,245
 
9.
Sole Dispositive Power
 
0
 
10.
Shared Dispositive Power
 
5,909,245
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,909,245
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
16.6%
14.
Type of Reporting Person
 
CO
 
 
3
CUSIP No. 826917-10-6
 
1.
Name of Reporting Person. I.R.S. Identification No. of above person
 
TransTech Pharma, Inc.
 
2.
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3.
SEC Use Only
 
4.
Source of Funds
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
 
0
 
8.
Shared Voting Power
 
5,296,634
 
9.
Sole Dispositive Power
 
0
 
10.
Shared Dispositive Power
 
5,296,634
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,296,634
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
14.8%
14.
Type of Reporting Person
 
CO
 

4

This statement ("Amendment No. 3") amends and supplements the statement on Schedule 13D, dated August 13, 2003, as amended by Amendment No. 1 thereto dated October 14, 2003 and Amendment No. 2 thereto dated January 8, 2004 (as so amended, the “Schedule 13D”), filed with the Securities and Exchange Commission by MacAndrews & Forbes Holdings Inc. (formerly known as Mafco Holdings Inc.), a Delaware corporation ("Holdings"), and MacAndrews & Forbes Inc. (formerly known as MacAndrews & Forbes Holdings Inc.), a Delaware corporation ("MacAndrews & Forbes"), relating to the shares of common stock, par value $0.0001 per share ("Common Stock"), of SIGA Technologies, Inc., a Delaware corporation (the "Company"). This Amendment No. 3 is being filed by Holdings, MacAndrews & Forbes and TransTech Pharma, Inc., a Delaware corporation ("TransTech"), with respect to shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons. MacAndrews & Forbes is a holding company and a direct wholly owned subsidiary of Holdings. TransTech is a corporation in which Mr. Perelman has a direct ownership interest. Mr. Perelman may be deemed to beneficially own the securities deemed to be beneficially owned by TransTech.  The Company has its principal executive offices at 420 Lexington Avenue, Suite 601, New York, New York 10170. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D unless otherwise defined herein.

Item 2. Identity and Background.
 
Item 2 is hereby amended by adding the following at the end thereof:
 
(a)-(c)        A restated Schedule I, which includes the identity, business address and occupation or employment information for the directors of Holdings and the executive officers of each of the Reporting Persons, is attached hereto.
 
Each of the persons named on Schedule I (the “Schedule I Persons”) is a United States citizen. During the last five years, none of the Reporting Persons or the Schedule I Persons has (i) been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors), or (ii) 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, federal or state securities laws or finding any violations with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
The following is added to the response to Item 3:
 
As described in Item 5 below, on November 29, 2007, MacAndrews & Forbes acquired 288,474 shares of Common Stock for an aggregate purchase price of $1,047,161, which funds were obtained from cash on hand.

Item 5. Interest in Securities of the Issuer.
 
Item 5 is hereby amended by adding the following at the end thereof:
 
Based upon information contained in the Quarterly Statement on Form 10-Q for the period ended September 30, 2007, there were 33,900,561 shares of Common Stock outstanding as of November 7, 2007. The Reporting Persons (other than TransTech) may be deemed to share beneficial ownership of 5,909,245 shares of Common Stock, representing approximately 16.6% of the Common Stock deemed to be outstanding (which includes certain shares of Common Stock deemed to be beneficially owned by the Reporting Persons (other than TransTech) but not outstanding). The Reporting Persons (other than TransTech) have shared power to vote and dispose of the shares of Common Stock that they own or would own upon exercise of the Warrants held by such Reporting Persons.
 
In addition, TransTech may be deemed to have beneficial ownership of 5,296,634 shares of Common Stock, representing approximately 14.8% of the Common Stock deemed to be outstanding (which includes certain shares of Common Stock deemed to be beneficially owned by TransTech but not outstanding). TransTech has sole power to vote and dispose of the shares of Common Stock that it owns or would own upon exercise of the TransTech Warrant.
 
5
 
Dr. Eric A. Rose, the Chief Executive Officer and Chairman of the Board of the Company and a Director of TransTech, beneficially owns 918,610 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Dr. Rose but not outstanding), representing approximately 2.6% of the Common Stock outstanding.
 
Donald G. Drapkin, a Director of TransTech, beneficially owns 1,818,326 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Drapkin but not outstanding), representing approximately 5.1% of the Common Stock outstanding.
 
Barry F. Schwartz, a Director of TransTech and the Executive Vice Chairman of Holdings and MacAndrews & Forbes, beneficially owns 52,966 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Schwartz but not outstanding), representing approximately 0.2% of the Common Stock outstanding.
 
Paul G. Savas, a Director of TransTech and the Executive Vice President and Chief Financial Officer of Holdings, beneficially owns 81,664 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Savas but not outstanding), representing approximately 0.2% of the Common Stock outstanding.
 
Dr. Adnan M. Mjalli, the President and Chief Executive Officer or TransTech, beneficially owns 55,000 shares of Common Stock (which includes certain shares of Common Stock deemed to be beneficially owned by Mr. Mjalli but not outstanding), representing approximately 0.2% of the Common Stock outstanding.
 
(c)           The following transactions were effected during the past sixty days by the persons named above:
 
On November 29, 2007, MacAndrews & Forbes acquired 288,474 shares of Common Stock for a purchase price of $3.63 per share in a privately-negotiated transaction.
 
 
 
6
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
 
Dated: December 6, 2007

 
 
MACANDREWS & FORBES HOLDINGS INC.
MACANDREWS & FORBES INC.

 
By:
/s/ Barry F. Schwartz
  
   
Name:
Barry F. Schwartz
  
   
Title:
Executive Vice Chairman
  


 
TRANSTECH PHARMA, INC.

 
By:
/s/ Anne L. Showalter
  
   
Name:
Anne L. Showalter
  
   
Title:
Senior Vice President –
  
     
Legal Affairs and Secretary
  
 

 
 
7

AMENDED AND RESTATED SCHEDULE I
 
DIRECTORS AND EXECUTIVE OFFICERS
OF MACANDREWS & FORBES HOLDINGS INC., MACANDREWS & FORBES INC. AND
TRANSTECH PHARMA, INC.
 
The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of MacAndrews & Forbes Holdings Inc., MacAndrews & Forbes Inc. and TransTech Pharma, Inc. are set forth below. If no business address is given for a director or officer of MacAndrews & Forbes Holdings Inc. or MacAndrews & Forbes Inc., the director's or officer's address is MacAndrews & Forbes Holdings Inc., 35 East 62nd Street, New York, New York 10021. If no business address is given for a director or officer of TransTech Pharma, Inc., the director's or officer's address is TransTech Pharma, Inc., 4170 Mendenhall Oaks Parkway, Suite 110, High Point, North Carolina 27265.
 
MACANDREWS & FORBES HOLDINGS INC.
 
Name and Position
  
(if different from
  
Principal Occupation
Present Principal Occupation or
or Employment)
Employment and Address
   
Ronald O. Perelman
Director, Chairman and Chief Executive Officer of MacAndrews &
 
Forbes Holdings Inc.
   
Barry F. Schwartz
Director, Executive Vice Chairman of MacAndrews & Forbes Holdings Inc.
   
Paul G. Savas
Executive Vice President and Chief Financial Officer of
 
MacAndrews & Forbes Holdings Inc.


8

MACANDREWS & FORBES INC.


Name and Position
  
(if different from
Present Principal Occupation or
Principal Employment)
Employment and Address
   
Ronald O. Perelman
Director, Chairman and
Director, Chairman and
Chief Executive Officer of
Chief Executive Officer
MacAndrews & Forbes Holdings Inc.
   
Barry F. Schwartz
Director, Executive Vice Chairman
Executive Vice Chairman
of MacAndrews & Forbes Holdings Inc.
 
 
   

 
9

TRANSTECH PHARMA, INC.


Name and Position
  
(if different from
Present Principal Occupation or
Principal Employment)
Employment and Address
   
Adnan M. M. Mjalli, Ph.D.
Director, President and Chief Executive Officer
   
Eric Rose, M.D.
Valentine Mott/Johnson and Johnson Professor and
Director
Chairman of the Department of Surgery at Columbia
 
University and Surgeon-in-Chief of The Presbyterian
 
Hospital
   
Donald G. Drapkin
 Vice Chairman of Lazard International 
Director  
   
Barry F. Schwartz
Director, Executive Vice Chairman of MacAndrews &
Director
Forbes Holdings Inc.
   
Paul G. Savas  Executive Vice President and Chief Financial Officer of 
Director  MacAndrews & Forbes Holdings Inc. 
   
Anne L. Showalter
Senior Vice President – Legal Affairs and Secretary
   
Stephen L. Holcomb
Senior Vice President – Chief Financial Officer and
 
Treasurer
   
Stephen J. Ireland
Senior Vice President – Business Development

 
10