WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1 )(1)
Aradigm Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
038505103
(CUSIP Number)
Ursus Offshore, Ltd.
156 West 56th Street
16th Floor
New York, New York 10019
Attention: Ms. Stephanie Guilpin
(212) 541-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2003
(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), 13d-1(f) or 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 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1) 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 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. 038505103 13D Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Ursus Offshore, 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*
WC
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5 CHECK BOX 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
Grand Cayman, Cayman Islands
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7 SOLE VOTING POWER
596,412
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 596,412
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
596,412
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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)
1.8%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Ursus Offshore, Ltd., a corporation organized under the laws of Grand Cayman
island ("Ursus") hereby amends and supplements its Report on Schedule 13D,
originally filed on February 20, 2003 (the "Schedule 13D") with respect to the
common stock, no par value per share (the "Common Stock"), of Aradigm
Corporation (the "Issuer"). Capitalized terms used herein which are not
otherwise defined have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The following paragraph is added after the last paragraph of Item 4:
The obligations under the Voting Agreement have been terminated in accordance
with its terms and therefore Ursus and the Other Shareholders may no longer be
considered a Group for the purposes of Regulation 13D of the Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The obligations under the Voting Agreement have been terminated in accordance
with its terms and as a result Ursus and the Other Shareholders may no longer be
considered a Group for the purposes of Regulation 13D of the Act. Accordingly,
Ursus may no longer be deemed to beneficially own the Other Shareholders
Securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The following paragraph is added after the last paragraph of Item 6:
The obligations under the Voting Agreement have been terminated in accordance
with its terms and the transactions pursuant to the Financing Purchase Agreement
and the Warrant Repricing Agreement were consummated on March 10, 2003. Ursus
and the Other Shareholders may no longer be considered a Group and Ursus
disclaims any membership in such a Group. Upon termination of the Voting
Agreement and consummation of the Financing, Ursus is a direct beneficial owner
of less than 5% of the Issuer's Common Stock and is therefore not subject to the
reporting obligations under Section 13(d) of the Act.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: March 14, 2003
URSUS OFFSHORE LTD.
By: /s/ Evan Sturza
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Evan Sturza
President
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).