SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934*
Nabi Biopharmaceuticals
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
629519109
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point LLC
390 Park Avenue
New York, NY 10022
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 5, 2006
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(Date of Event which Requires
Filing of this Schedule)
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-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).
SCHEDULE 13D
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CUSIP No. 629519109 Page 2 of 10 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point LLC I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
5,750,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,750,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 629519109 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Offshore Fund, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
3,691,500
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9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,691,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,691,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 629519109 Page 4 of 10 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
5,750,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,750,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,750,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 4 (the "Amendment") amends the Schedule 13D filed on
April 17, 2006 (together with Amendment No. 1 thereto previously filed on April
27, 2006, Amendment No. 2 thereto previously filed on June 15, 2006 and
Amendment No. 3 thereto previously filed on August 16, 2006, the "Schedule 13D")
and is being filed on behalf of Third Point LLC, a Delaware limited liability
company (the "Management Company"), Third Point Offshore Fund, Ltd., a Cayman
Islands limited liability exempted company (the "Offshore Fund"), and Daniel S.
Loeb, an individual ("Mr. Loeb" and, together with the Management Company and
the Offshore Fund, the "Reporting Persons"). Unless the context otherwise
requires, references herein to the "Common Stock" are to shares of common stock,
par value $0.10 per share, of Nabi Biopharmaceuticals, a Delaware corporation
(the "Company"). The Management Company is the investment manager or adviser to
a variety of hedge funds and managed accounts (such funds and accounts,
collectively, including but not limited to the Offshore Fund, the "Funds"). The
Funds directly own the Common Stock to which this Schedule 13D relates, and the
Reporting Persons may be deemed to have beneficial ownership over such Common
Stock by virtue of their ownership or the authority granted to them by the Funds
to vote and to dispose of the securities held by the Funds, including the Common
Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the first
paragraph thereof and replacing it with the following:
The Funds expended an aggregate of approximately $27,623,678 of their own
investment capital to acquire the 5,750,000 shares of Common Stock held by them
(the "Shares"), and the Offshore Fund expended an aggregate of approximately
$17,800,916 of its own investment capital to acquire its 3,691,500 shares of
Common Stock. All Shares were acquired in open market purchases on the Nasdaq
National Market.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following
thereto:
On September 5, 2006, the Reporting Persons sent a letter to the Company
demanding the right to inspect certain books and records of the Company pursuant
to Section 220 of the General Corporation Law of the State of Delaware. Such
right is being demanded in order (i) to investigate whether members of the board
of directors of the Company have engaged in gross mismanagement
5
in managing the affairs of the Company, (ii) to investigate whether such members
breached, and are continuing to breach, their fiduciary duties to the Company
and the stockholders, (iii) to determine whether to conduct a proxy contest to
replace the members of the board of directors and (iv) to determine whether to
commence litigation against members of the board for the breaches of fiduciary
duty, among other wrongs.
A copy of the letter to the Company is filed herewith as Exhibit 99.1 and
is incorporated herein by reference in its entirety.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting the entirety of
the text thereof and replacing it with the following:
(a) As of the date of this Amendment, the Management Company beneficially
owns 5,750,000 shares of Common Stock. The Management Company shares voting and
dispositive power over such holdings with Mr. Loeb and with the Funds. The
Shares represent 9.5% of the 60,376,349 shares of Common Stock outstanding as of
July 27, 2006, as reflected in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended July 1, 2006.
As of the date of this Amendment, the Offshore Fund directly beneficially
owns 3,691,500 shares of Common Stock, which represent 6.1% of the outstanding
shares of Common Stock. None of the other individual Funds owns a number of
shares of Common Stock representing more than 5% of such total.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 5,750,000 shares of Common Stock held directly by the Funds. The
Management Company, Mr. Loeb and the Offshore Fund share voting power and
dispositive power over the 3,691,500 shares of Common Stock held by the Offshore
Fund.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Management Company and Mr.
Loeb, in the Common Stock since the most recent filing on Schedule 13D.
Schedule B hereto sets forth certain information with respect to
transactions by the Offshore Fund, at the direction of the Management Company
and Mr. Loeb, in the Common Stock since the most recent filing on Schedule 13D.
All of the transactions set forth on Schedule A and Schedule B were
effected in the Nasdaq National Market.
Except as set forth above and on Schedule A and Schedule B, since the most
recent filing on Schedule 13D there were no transactions in the Common Stock
effected by the Reporting Persons, nor, to the best of their
6
knowledge, any of their directors, executive officers, general partners or
members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no 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,
the Shares.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
99.1 Letter, dated September 5, 2006, from the Management Company to the
Company.
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 5, 2006
THIRD POINT LLC
By: /s/ Daniel S. Loeb
-------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
-------------------------------
Name: Daniel S. Loeb
Title: Director
/s/ Daniel S. Loeb
-----------------------------------
Daniel S. Loeb
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO SCHEDULE 13D
WITH RESPECT TO NABI BIOPHARMACEUTICALS]
Schedule A
(Transactions by the Funds in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
---- ----------- ------ ------------------
- --------- ----------------- --------------------- ------------------
8/31/06 BUY 43,000 5.93
- --------- ----------------- --------------------- ------------------
8/31/06 SELL (43,000) 5.93
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Schedule B
(Transactions by the Offshore Fund in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
---- ----------- ------ ------------------
- --------- ----------------- --------------------- ------------------
8/31/06 BUY 35,600 5.93
- --------- ----------------- --------------------- ------------------
[THIRD POINT LLC LETTERHEAD]
September 5, 2006
BY CERTIFIED MAIL AND FAX
Nabi Biopharmaceuticals
5800 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
Attention: Corporate Secretary
BY HAND
Nabi Biopharmaceuticals
c/o United States Corporation Company
2711 Centerville Road
Suite 400
Wilmington, Delaware 19808
Demand Pursuant to 8 Del. C. ss. 220
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Pursuant to Section 220 of the General Corporation Law of the State of
Delaware, Third Point LLC, the beneficial owner of 5,750,000 shares of the
Common Stock of Nabi Biopharmaceuticals (the "Company"), Daniel S. Loeb, the
beneficial owner of the same shares, and Third Point Offshore Fund, Ltd., the
beneficial holder of 3,691,500 of those shares (collectively, the
"Stockholders"), demand the right to inspect, during usual business hours, the
books and records of the Company listed below and to make copies or extracts
from them. True and correct copies of a (1) Schedule 13D Amendment filed by
Stockholders with the United States Securities and Exchange Commission, and (2)
brokerage statement reflecting beneficial ownership of shares of the Company are
attached hereto.
The following are the true and primary purposes for which the
Stockholders are making the demand for inspection: (1) to investigate and, we
believe, confirm that the members of the board of directors of the Company have
engaged in gross mismanagement in managing the affairs of the Company, (2) to
investigate and, we believe, confirm that such members breached, and are
continuing to breach, their fiduciary duties to the Company and its
stockholders, (3) to determine whether to conduct a proxy contest to replace the
members of the board of directors and (4) to determine whether to commence
litigation against such members for breaches of fiduciary duty, among other
wrongs. These purposes are reasonably related to the Stockholders' interests as
stockholders of the Company.
The Stockholders believe that the board of directors of the Company has
grossly mismanaged the affairs of the Company and has engaged, and is engaging,
in breaches of fiduciary duty contrary to the interests of stockholders. For
example, the Stockholders believe that the granting of stock options to certain
members of management in February 2006 was deliberately and wrongfully timed to
maximize the economic benefit to the option grantees and was contrary to the
interests of stockholders. In addition, Stockholders believe that the directors
have ignored, and are continuing to ignore, the will of the majority of the
Company's stockholders, and are embarked on a scheme to entrench themselves in
office for as long as possible and to maximize the personal financial benefits
to themselves during their remaining tenure at the expense of the Company and
its stockholders. The Company's board of directors has paid mere lip service to
the interests and wishes of its stockholders, and has refused to engage in
substantive dialogue concerning the gross mismanagement over which they have
presided. The Stockholders further refer the board to their letters dated April
27, 2006 and June 15, 2006, which spell out the gross mismanagement and breaches
of fiduciary duty engaged in by the Company's management and board of directors.
Those letters are incorporated by reference herein.
The books and records demanded are the following:
1. Any documents reviewed by the compensation committee of the board of
directors (the "Committee") of the Company in connection with its adoption of
the "retention package" described in the Company's February 28, 2006 Form 8-K,
the minutes of any meeting of the Committee or the board at which any such
package was discussed during 2006, and any other books and records concerning
the decision to adopt the "retention package."
2. Any documents reviewed by the board of directors of the Company or the
Committee in connection with the decision in 2006 to accelerate the vesting of
options of certain officers of the Company, the minutes of any meeting of the
board or any committee at which the possibility of such acceleration was
discussed and any other books and records concerning the decision to accelerate
the vesting.
3. Any report of the results of the confirmatory Phase III clinical trial
for StaphVax described in the Company's November 1, 2005 news release, the
investigatory plan for StaphVax described in the Company's March 21, 2006 news
release, any report of the assessment, described in the same release, by the
Company of the StaphVax confirmatory Phase III clinical study results, and any
books and records concerning the review of the Company's assessment by the
outside advisory panel described in the news release.
4. Any books and records prepared or reviewed by the board of directors of
the Company or any committee of the board concerning the results of the
confirmatory Phase III clinical trial for StaphVax, the Company's assessment of
the results and the review of such assessment or the results by the outside
advisory panel, and any minutes of any board or committee meetings at which some
or all of these subjects were discussed.
5. The agreement by which the Company's manufacturing agreement with
Cambrex Bio Science Baltimore, Inc. was terminated, as described in the
Company's February 28, 2006 Form 8-K, including any books and records concerning
the same that were reviewed by the
-2-
board of directors of the Company or any committee of the board and any minutes
of any board or committee meetings at which the termination was discussed.
6. Any actual or draft standstill agreements between the Company and any
person that would prevent an acquisition of the Company or any of its shares by
such person for any period of time and any books and records concerning any
actual or proposed agreement to the same effect.
7. Any books and records, created, dated or received on or after October 1,
2005, concerning the possibility of entering into an extraordinary transaction,
whether by sale of substantially all the Company's assets, consolidation,
merger, acquisition, recapitalization or otherwise, including any valuation of
the Company or its assets whether or not prepared by a financial advisor to the
Company and any board or committee presentations or minutes concerning such
possibility.
8. Any engagement letters entered between the Company and any financial
advisor on or after October 1, 2005, including the engagement letters with
Lehman Brothers and Bank of America.
9. Any books and records concerning any discussion by the board of
directors of the Company or any committee concerning the actual or possible
retention of any financial advisor to the Company on or after October 1, 2005.
10. The strategic business plan described in the letter of Thomas H. McLain
that is Exhibit 99 to the Company's May 1, 2006 Form 8-K, any books and records
prepared or reviewed by the board of directors of the Company or any committee
of the board concerning such plan, and any board or committee minutes reflecting
the development of the plan or concerning the plan.
11. All Nabi Balanced Scorecards for Thomas H. McLain prepared on or after
January 1, 2004.
12. All projected financial statements for the Company that were prepared
on or after January 1, 2005 and have been provided to the board of directors of
the Company or any committee of the board.
13. All books and records reflecting any agreements or transactions, dated
or entered into after January 1, 2005, between (a) any member of the board of
directors of the Company or any entity in which such director has a financial
interest and (b) the Company or any other member of the board of directors or
any officer of the Company.
The Stockholders designate and authorize their attorneys, Willkie Farr &
Gallagher LLP and Young Conaway Stargatt & Taylor, LLP, to conduct the
inspection and copying of the books and records. Please advise C. Barr Flinn,
Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street,
17th Floor, Wilmington, Delaware, 19801 (telephone (302) 571-6692), as promptly
as possible when and where the items demanded above will be available to the
Stockholders for inspection and copying. If no response is received within five
business days, further action will be taken to enforce the Stockholders'
inspection rights.
-3-
If this demand includes books and records that, in the Company's view, are
unduly burdensome to provide, the counsel designated above are authorized to
modify the request, but to avoid any misunderstanding, any such modification
must be in writing. Stockholders will bear the reasonable costs the Company
incurs in connection with production of the information sought by this demand.
Very truly yours,
THIRD POINT LLC
By: /s/ Daniel S. Loeb
------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
------------------------------------
Name: Daniel S. Loeb
Title: Director
/s/ Daniel S. Loeb
----------------------------------------
Daniel S. Loeb
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
Daniel S. Loeb, being duly sworn according to law, deposes and says that he
is the Chief Executive Officer of Third Point LLC, director of Third Point
Offshore Fund, Ltd., and is authorized to execute the foregoing books and
records demand and that the facts and statements contained in the foregoing
books and records demand are true and correct.
-4-
THIRD POINT LLC
By: /s/ Daniel S. Loeb
------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
------------------------------------
Name: Daniel S. Loeb
Title: Director
/s/ Daniel S. Loeb
----------------------------------------
Daniel S. Loeb
On this 5th day of September 2006, personally appeared before me Daniel S. Loeb,
personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacities and that by his signatures on the instrument the person, or the
entities upon whose behalf the person acted, executed this instrument.
SWORN TO AND SUBSCRIBED BEFORE ME
this 5th day of September 2006
/s/ Notary Public
- -----------------------------
Notary Public
-5-