--------------------------------------------------------------------------------
SEC 1745 Potential persons who are to respond to the collection of
(02-02) information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
--------------------------------------------------------------------------------
--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
--------------------------
Expires: December 31, 2005
--------------------------
Estimated average burden
hours per response. . . 11
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Akorn, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
009728106
(CUSIP Number)
October 7, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
[X] Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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. 009728106 13G
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Arun K. Puri Living Trust
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,666,666 Shares
-----------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
-----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,666,666 Shares
-----------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,666,666 Shares
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
00 (Trust)
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer
Akorn, Inc.
(b) Address of Issuer's Principal Executive Offices
2500 Millbrook Dr.
Buffalo Grove, IL 60089
Item 2.
(a) Name of Person Filing
Arun K. Puri Living Trust
(b) Address of Principal Business Office or, if none, Residence
9100 S. Dadeland Blvd., Suite 1011
Miami, FL 33156
(c) Citizenship U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
009728106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,666,666 Shares*.
(b) Percent of class: 7.8%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,666,666*.
(ii) Shared power to vote or to direct the vote______________.
(iii) Sole power to dispose or to direct the disposition of
1,666,666*.
(iv) Shared power to dispose or to direct the disposition of______.
* The Arun K. Puri Living Trust (the "Trust") may be deemed to beneficially
own 1,666,666 shares of common stock, no par value (the "Common Stock"),
of Akorn, Inc. ("Issuer") due to the following: (i) ownership of 10,000
shares of the Issuer's Series A 6% Participating Convertible Preferred
Stock, par value $1.00 per share (the "Preferred Stock") which is
convertible into 1,333,333 shares of Common Stock as of the date hereof,
in accordance with the terms and conditions of the Issuer's Articles of
Amendment to Articles of Incorporation, subject to adjustment from
time-to-time as provided therein; and (ii) Warrants exercisable to
purchase 333,333 shares of Common Stock, at a purchase price of $1.00 per
share (collectively, the "Warrants"), subject to adjustment from
time-to-time as provided in such Warrants and in the Warrant Agreement
between the Issuer and the Trust, dated as of October 7, 2003.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
October 16, 2003
---------------------------------
Date
Arun K. Puri Living Trust
By: /s/ Arun K. Puri, Trustee
-------------------------------
Signature
Arun K. Puri, Trustee
---------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)