Introductory
Note
This
Amendment No. 2 amends and supplements the Schedule 13D originally filed with
the Securities and Exchange Commission by David S. Barlow on January 30, 2009,
as amended on February 10, 2009 (as amended, the “Schedule 13D”), with respect
to the common stock, par value $0.01 per share (the “Common Shares”), of
Molecular Insight Pharmaceuticals, Inc., a Massachusetts corporation (the
“Issuer”). Unless specifically amended hereby, the disclosures set
forth in the Schedule 13D shall remain unchanged.
Item
2. Identity and Background
Item 2 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
This
Schedule 13D is being filed jointly by and on behalf of David S. Barlow, Ann M.
Barlow, the James W. Poitras Revocable Trust, the Patricia T. Poitras
Revocable Trust, Charles F. Doe, Phillip Magiera, Meythaler Investment Partners
LLC, Meythaler Investors LLC, Dana G. Doe, Edward W. Poitras, William F.
Leisman, III, Richard Simon, the Barlow Irrevocable Trust 2004, the Barlow
Family IRR TST 2005, Keith Krehbiel, Patricia Simon, Peter M. Barlow, Gladys L.
Barlow, the Doe Dynasty Trust, Kenneth A. Johnston, Anthony J. Khuri, Jack L.
Barlow, John C. Otsuki, Barry L. Weisman, the Kenneth A. Johnston Trust, Michele
J. Fishel, Peter Nordblom and James R. Warner (collectively, the “Reporting
Persons”). With the exception of David S. Barlow, each Reporting
Person is filing this Schedule 13D solely because such Reporting Person is a
member of the stockholders group described in Item 3 below.
A Joint
Filing Agreement among the Reporting Persons is attached hereto as Exhibit
4. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person contained
herein, but is not responsible for the completeness and accuracy of the
information concerning the others, except to the extent that such Reporting
Person knows or has reason to believe that such information is
inaccurate. Each of the Reporting Persons expressly disclaims
beneficial ownership of securities held by any person or entity other than, to
the extent of any pecuniary interest therein, the various accounts under such
Reporting Person’s management and control.
David S.
Barlow has an address of 640 Lewis Wharf, Boston, Massachusetts
02110. Mr. Barlow’s present principal occupation is independent
investor and member of several not for profit boards. Mr. Barlow is a
citizen of the United States of America. Mr. Barlow is the son of
Jack L. Barlow and Gladys L. Barlow, the brother of Peter M. Barlow, and the
former spouse of Ann M. Barlow. Mr. Barlow is the Chair of the Board
of Trustees of McLean Hospital, and James W. Poitras and Patricia T. Poitras
serve on McLean Hospital’s National Council. Mr. Barlow was a member
of the Issuer’s Board of Directors from 2000 to 2008 and served as Chief
Executive Officer of the Issuer from January 2003 to September
2008.
Ann M.
Barlow has an address of 44 Hundreds Circle, Wellesley, Massachusetts
02481. Ms. Barlow’s present principal occupation is
housewife. Ms. Barlow is a citizen of the United States of
America. Ms. Barlow is the former spouse of David S.
Barlow.
The James
W. Poitras Revocable Trust is a Florida trust with an address of 3100 Springhead
Court, St. Cloud, Florida 34771. James W. Poitras, with an address of
3100 Springhead Court, St. Cloud, Florida 34771, is the sole trustee of the
James W. Poitras Revocable Trust. Mr. Poitras’ present principal
occupation is as the President of Chester C. Fosgate Company. Mr.
Poitras is Patricia T. Poitras’ spouse and Edward W. Poitras’
brother. Mr. Poitras also serves on the McLean Hospital’s National
Council, and David Barlow is the Chair of the Board of Trustees of McLean
Hospital. In addition, Mr. Poitras served on the Issuer’s Board of
Directors from 2000 to 2005. Mr. Poitras is a citizen of the United
States.
The
Patricia T. Poitras Revocable Trust is a Florida trust with an address of 3100
Springhead Court, St. Cloud, Florida 34771. Patricia T. Poitras, with an address
of 3100 Springhead Court, St. Cloud, Florida 34771, is the sole trustee of the
Patricia T. Poitras Revocable Trust. Ms. Poitras’ present principal
occupation is as the President of Services 198, Inc. Ms. Poitras is
James W. Poitras’ spouse and Edward W. Poitras’ sister-in-law. Ms.
Poitras also serves on the McLean Hospital’s National Council, and David Barlow
is the Chair of the Board of Trustees of McLean Hospital. Ms. Poitras
is a citizen of the United States.
Charles
F. Doe has an address of 540 Main St., Unit 17, Hyaniss Massachusetts
02601. Mr. Doe’s present principal occupation is real estate
investment. Mr. Doe is a citizen of the United States of
America. Mr. Doe is the brother of Dana G. Doe and William
Doe.
Phillip
Magiera has an address of 81 Springdale Ave., Dover, Massachusetts
02030. Mr. Magiera’s present principal occupation is as an
independent investor. Mr. Magiera is a citizen of the United States
of America.
Each of
Meythaler Investment Partners LLC and Meythaler Investors LLC is a Connecticut
limited liability company with an address of 399 Wahackme Road, New Canaan,
Connecticut 06840. L. Charles Meythaler, with an address of 399
Wahackme Road, New Canaan, Connecticut 06840, is the managing member and
controlling person of each entity. L. Charles Meythaler’s present
principal occupation is investment consultant. Mr. Meythaler is a
citizen of the United States of America.
Dana G.
Doe has an address of 12 McCall Rd., Winchester, Massachusetts
01890. Mr. Doe is retired. Mr. Doe is a citizen of the
United States of America. Mr. Doe is the brother of Charles F. Doe
and William Doe.
Edward W.
Poitras has an address of 27 Lake Hamilton Breach, Haines City, Florida,
33844. Mr. Poitras’ present principal occupation is Vice President of
Chester C. Fosgate Company. Mr. Poitras is a citizen of the United
States of America. Mr. Poitras is James W. Poitras’ brother and
Patricia T. Poitras’ sister-in-law.
Richard
Simon has an address of 219 Lake Avenue, Newton, Massachusetts. Mr.
Simon’s present principal occupation is real estate investment. Mr.
Simon is a citizen of the United States of America. Mr. Simon is
Patricia Simon’s spouse.
William
F. Leisman, III has an address of 4 Orchard Avenue, Weston, Massachusetts
02493. Mr. Leisman’s present principal occupation is as an insurance
agent. Mr. Leisman is a citizen of the United States of
America.
Each of
the Barlow Irrevocable Trust 2004 and the Barlow Family IRR TST 2005is a
Massachusetts trust with an address of 4 Muirs Court, Alexandria, Virginia
22314. Margaret Philbin, with an address of 4 Muirs Court,
Alexandria, Virginia 22314, is the sole trustee of each trust. Ms.
Philbin’s present principal occupation is practicing law. Ms. Philbin
is a citizen of the United States. Ms. Ann Barlow, the grantor of
each trust, is the former spouse of David S. Barlow.
Keith
Krehbiel has an address of 939 Mears Court, Stanford, California
94305. Mr. Krehbiel’s present principal occupation is professor at
Stanford University. Mr. Krehbiel is a citizen of the United States
of America.
Patricia
Simon has an address of 219 Lake Avenue, Newton, Massachusetts. Ms.
Simon’s present principal occupation is as an artist. Ms. Simon is a
citizen of the United States of America. Ms. Simon is Richard Simon’s
spouse.
Peter M.
Barlow has an address of 235 Main Street, Hingham, Massachusetts. Mr.
Barlow’s present principal occupation is practicing law. Mr. Barlow
is a citizen of the United States of America. Mr. Barlow is the son
of Jack L. Barlow and Gladys L. Barlow and is the brother of David S.
Barlow.
Gladys L.
Barlow has an address of 48 Cove Street, Duxbury, Massachusetts
02332. Ms. Barlow’s present principal occupation is President and
Founder of Lee Interiors. Ms. Barlow is a citizen of the United
States of America. Ms. Barlow is the spouse of Jack L. Barlow and is
the mother of David S. Barlow and Peter M. Barlow.
The Doe
Dynasty Trust has an address of 12 McCall Rd., Winchester, Massachusetts
01890. William Doe, with an address of 34 Wedgemere Avenue,
Winchester, Massachusetts 01890, and Charles F. Doe are the trustees of the Doe
Dynasty Trust. William Doe is retired.
Kenneth
A. Johnston has an address of 63 St. George Street, Duxbury,
Massachusetts 02332. Mr. Johnston is
retired. Mr. Johnston is a citizen of the United States of
America. Mr. Johnston is a trustee of the Kenneth A. Johnston
Trust.
Anthony
J. Khuri has an address of P.O. Box 450860, Westlake,
Ohio 44145. Mr. Khuri’s present principal occupation is
business management consultant. Mr. Khuri is a citizen of the United
States of America.
Jack L.
Barlow has an address of 48 Cove Street, Duxbury, Massachusetts
02332. Mr. Barlow’s present principal occupation is President and
Founder of Harbor Laboratories. Mr. Barlow is a citizen of the United
States of America. Mr. Barlow is the spouse of Gladys L. Barlow and
is the father of David S. Barlow and Peter M. Barlow.
John C.
Otsuki has an address of 4718 Merivale Road, Chevy Chase, Maryland
20815. Mr. Otsuki’s present principal occupation is as a commercial
real estate investment manager. Mr. Otsuki is a citizen of the United
States of America.
Barry L.
Weisman has an address of 186 Tappan Street, Brookline,
Massachusetts 02445. Mr. Weisman’s present principal
occupation is practicing law. Mr. Weisman is a citizen of the United
States of America. Mr. Weisman is the spouse of Michele J.
Fishel.
The
Kenneth A. Johnston Trust has an address of 63 St. George Street,
Duxbury, Massachusetts 02332. Martha G. Johnston, with an
address of 63 St. George Street, Duxbury,
Massachusetts 02332, and Kenneth A. Johnston are the trustees of the
Kenneth A. Johnston Trust. Martha G. Johnston is
retired.
Michele
J. Fishel has an address of 186 Tappan Street, Brookline,
Massachusetts 02445. Ms. Fishel’s present principal
occupation is as a clinical social worker. Ms. Fishel is a citizen of
the United States of America. Ms. Fishel is the spouse of Barry L.
Weisman.
Peter
Nordblom has an address of 154 Mount Prospect Road, Holderness, New Hampshire
03245. Mr. Nordblom’s present principal occupation is real estate
investment. Mr. Nordblom is a citizen of the United States of
America.
James R.
Warner has an address of 2160 Meadow Avenue, Boulder, Colorado. Mr.
Warner’s present principal occupation is consultant. Mr. Warner is a
citizen of the United States of America.
None of
the Reporting Persons nor, to the best of their knowledge, any of the directors,
executive officers, and control persons of each Reporting Person has, during the
past five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) none of the Reporting Persons nor,
to the best of their knowledge, any of the entities or the directors, executive
officers, and control persons of each Reporting Person has, during the past five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in a judgment, decree or final order
enjoining the person from future violations of or prohibiting or mandating
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.
Item
3. Source and Amount of Funds
Item 3 of
the Schedule 13D is hereby amended and supplemented with the following
disclosure:
The
“acquisition” reported by this Schedule 13D is the deemed acquisition pursuant
to Rule 13d-5(b)(1) by a group comprised of all of the Reporting Persons (the
“Group”) of all equity securities of the Issuer beneficially owned by each of
the Reporting Persons. The Group was created by the verbal agreement
of the Reporting Persons, effective as of the date of the filing of this
Schedule 13D, to support the plan described in Item 4 and to exert pressure on
the management of the Issuer to implement the plan. Except for the
joint filing agreement filed with this Schedule 13D, the Reporting Persons have
not entered into any written agreement with respect to the plan. The
understanding of the Reporting Persons is that any Reporting Person may withdraw
from the Group by notifying David S. Barlow that such Reporting Person is no
longer committed to supporting the plan.
In
addition to discussions with the Reporting Persons, David S. Barlow has had
discussions with two individual stockholders representing over 500,000 Common
Shares who, while acknowledging that Mr. Barlow’s plan would be in the best
interests of the Issuer, declined to commit to support the plan and thereby join
the Group principally because of their unwillingness to be encumbered by the
trading restrictions and reporting obligations attendant with membership in the
Group.
Except as
described in Item 5(c), none of the Reporting Persons has acquired any equity
securities of the Issuer during the 60 days immediately preceding the filing of
this Schedule 13D.
Item
4. Purpose of the Transaction
Item 4 of
the Schedule 13D is hereby amended and supplemented with the following
disclosure:
On July
27, 2010, David S. Barlow delivered to the board of directors of the Issuer (the
“Board”) the letter filed herewith as Exhibit 3, which is incorporated herein by
reference (the “Letter”). The Letter outlines a restructuring plan
for the Issuer’s Senior Secured Notes. The Letter proposes a plan
whereby current holders of the Issuer’s existing Senior Secured Notes would
convert a portion of such Senior Secured Notes into warrants to purchase the
Issuer’s Common Shares and the remaining portion of the debt would be
restructured into new senior secured bonds. In addition, the Letter
proposes that, contingent upon the debt restructuring, the Issuer engage in an
equity private placement of $20-35 million with the proceeds to be used for
general corporate purposes,
development of core
products (e.g. Trofex), and for the development and commercialization of
Azedra. The Letter also proposes that Mr. Barlow be reinstated as
Chief Executive Officer and Chairman of the Board of the Issuer and that a new
Board of Directors be installed, which would consist of two insiders and five
outside members.
Mr.
Barlow and the Reporting Persons desire to continue to engage in discussions
with management of the Issuer and members of the Board concerning the Letter and
the business, operations, and future plans of the Issuer, as well as measures
Mr. Barlow and the Reporting Persons believe will improve shareholder value for
the benefit of the Issuer’s stockholders. Such measures include,
without limitation, the exploration of strategic alternatives to maximize the
value of the Issuer.
Except as
set forth in this Item 4, the Reporting Persons have no plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons, at any time and from time to time, may
review or reconsider their position and/or change the purpose and/or formulate
plans or proposals with respect thereto. Depending on various factors
including, without limitation, the Issuer’s financial position and business
strategy, the price levels of the Common Shares, conditions in the securities
markets, and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer
as they deem appropriate including, without limitation, seeking Board
representation; making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer; engaging in
communications with one or more shareholders of the Issuer, one or more officers
of the Issuer, and/or one or more members of the Board, regarding, among other
items, its business, operations, policies, management, structure, operations or
capitalization; purchasing additional Common Shares; selling some or all of
their Common Shares; and/or changing their intention with respect to any and all
matters referred to in this Item 4.
The
information set forth in response to this Item 4 is qualified in its entirety by
reference to the Letter, which is filed herewith as Exhibit 3 and is
incorporated herein by reference. Nothing in the Letter or this
Schedule 13D shall be construed as an offer to sell or a solicitation of an
offer to buy any securities of the Issuer.
Item
5. Interest in Securities of the Issuer
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) As
of August 12, 2010, the Reporting Persons beneficially own the number of Common
Shares set forth opposite their respective names in the table below, which
Common Shares represent the percentage of the Issuer’s outstanding Common Shares
set forth in the table below:
|
|
|
Number
of
|
|
|
|
Reporting
Person
|
|
Shares
|
Percentage
|
|
David
S. Barlow
|
|
|
2,580,876
|
|
|
|
10.2
|
%
|
|
Ann
M. Barlow
|
|
|
814,040
|
|
|
|
3.2
|
%
|
|
James
W. Poitras Revocable Trust
|
|
|
655,875
|
|
|
|
2.6
|
%
|
|
Patricia
T. Poitras Revocable Trust
|
|
|
654,555
|
|
|
|
2.6
|
%
|
|
Charles
F. Doe
|
|
|
632,590
|
|
|
|
2.5
|
%
|
|
Phillip
Magiera
|
|
|
492,221
|
|
|
|
1.9
|
%
|
|
Meythaler
Investment Partners LLC
|
|
|
270,368
|
|
|
|
1.1
|
%
|
|
Meythaler
Investors LLC
|
|
|
246,453
|
|
|
|
1.0
|
%
|
|
Dana
G. Doe
|
|
|
250,020
|
|
|
|
1.0
|
%
|
|
Edward
W. Poitras
|
|
|
108,705
|
|
|
|
0.4
|
%
|
|
William
F. Leisman, III
|
|
|
100,000
|
|
|
|
0.4
|
%
|
|
Richard
Simon
|
|
|
98,510
|
|
|
|
0.4
|
%
|
|
The
Barlow Irrevocable Trust 2004
|
|
|
91,666
|
|
|
|
0.4
|
%
|
|
The
Barlow Family IRR TST 2005
|
|
|
91,666
|
|
|
|
0.4
|
%
|
|
Keith
Krehbiel
|
|
|
86,000
|
|
|
|
0.3
|
%
|
|
Patricia
Simon
|
|
|
83,010
|
|
|
|
0.3
|
%
|
|
Peter
M. Barlow
|
|
|
70,000
|
|
|
|
0.3
|
%
|
|
Gladys
L. Barlow
|
|
|
58,171
|
|
|
|
0.2
|
%
|
|
The
Doe Dynasty Trust
|
|
|
57,590
|
|
|
|
0.2
|
%
|
|
Kenneth
A. Johnston
|
|
|
49,462
|
|
|
|
0.2
|
%
|
|
Anthony
J. Khuri
|
|
|
37,685
|
|
|
|
0.1
|
%
|
|
Jack
L. Barlow
|
|
|
37,006
|
|
|
|
0.1
|
%
|
|
John
C. Otsuki
|
|
|
26,580
|
|
|
|
0.1
|
%
|
|
Barry
L. Weisman
|
|
|
21,632
|
|
|
|
0.1
|
%
|
|
The
Kenneth A. Johnston Trust
|
|
|
20,000
|
|
|
|
0.1
|
%
|
|
Michele
J. Fishel
|
|
|
16,843
|
|
|
|
0.1
|
%
|
|
Peter
Nordblom
|
|
|
13,400
|
|
|
|
0.1
|
%
|
|
James
R. Warner
|
|
|
8,845
|
|
|
|
0.0
|
%
|
|
The
Group
|
|
|
7,538,169
|
|
|
|
29.8
|
%
|
Each of
the percentages set forth in this Item 5(a) is based upon a total of 25,268,327
shares of Common Stock outstanding as of July 29, 2010, as reported in the
company’s Quarterly Report on Form 10-Q for the period ended June 30,
2010.
Except as
set forth in this Item 5(a), to the knowledge of the Reporting Persons, none of
the directors, executive officers, and control persons of the Reporting Persons
beneficially owns any securities of the Issuer.
(b) Except
as set forth in this Item 5(b), each Reporting Person has sole voting and
dispositive power over the Common Shares reported as beneficially owned by such
Reporting Person.
|
|
(1)
|
The
voting and dispositive power over the Common Shares beneficially owned by
the James W. Poitras Revocable Trust is exercised through James W.
Poitras, as trustee.
|
|
|
(2)
|
The
voting and dispositive power over the Common Shares beneficially owned by
the Patricia T. Poitras Revocable Trust is exercised through Patricia T.
Poitras, as trustee.
|
|
|
(3)
|
The
voting and dispositive power over the Common Shares beneficially owned by
Meythaler Investment Partners LLC and Meythaler Investors LLC is exercised
through L. Charles Meythaler, as managing member of such limited liability
companies.
|
|
|
(4)
|
Richard
Simon and Patricia Simon share voting and dispositive power over 57,010 of
the Common Shares reported as beneficially owned by each of
them.
|
|
|
(5)
|
The
voting and dispositive power over the Common Share beneficially owned by
the Barlow Irrevocable Trust 2004 and the Barlow Family IRR TST 2005 is
exercised through Margaret Philbin, as
trustee.
|
|
|
(6)
|
The
voting and dispositive power over the Common Shares beneficially owned by
the Doe Dynasty Trust is exercised through Charles F. Doe and William Doe,
as trustees. The 57,590 Common Shares reported as beneficially
owned by the Doe Dynasty Trust are also included in the number
of Common Shares reported as beneficially owned by Charles F.
Doe.
|
|
|
(7)
|
The
voting and dispositive power over the Common Shares beneficially owned by
the Kenneth A. Johnston Trust is exercised through Kenneth A. Johnston and
Martha G. Johnston, as trustees. The 20,000 Common Shares
reported as beneficially owned by the Kenneth A. Johnston Trust are also
included in the number of Common Shares reported as beneficially owned by
Charles F. Doe.
|
|
|
(8)
|
Of
the Common Shares reported as beneficially owned by Kenneth A. Johnston,
Mr. Johnston has no voting power and shares dispositive power with respect
to 8,500 Common Shares owned by persons who are not Reporting
Persons. While such shares are included in the number of Common
Shares beneficially owned by the Group because they are beneficially owned
by Mr. Johnston, Mr. Johnston’s agreement with respect to the plan does
not extend to such shares and the owners of such shares are not members of
the Group.
|
(c) Except
as otherwise disclosed in this Item 5(c), to the knowledge of the Reporting
Persons, no transactions in the Common Shares have been effected during the past
60 days by any Reporting Person or any of the directors, executive officers, and
control persons of the Reporting Persons.
|
|
(1)
|
On
June 15, 2010, Meythaler Investment Partners LLC sold 5,000 shares in the
open market at a price per share of
$2.057.
|
|
|
(2)
|
On
July 6, 2010, the Kenneth A. Johnston Trust purchased 7,000 shares in the
open market at a price per share of
$1.49.
|
|
|
(3)
|
On
July 6, 2010, an individual whose shares are reported as beneficially
owned by Kenneth A. Johnston purchased 2,500 shares in the open market at
a price per share of $1.52.
|
|
|
(4)
|
On
July 7, 2010, individuals whose shares are reported as beneficially owned
by Kenneth A. Johnston purchased 2,000 shares in the open market at a
price per share of $1.44.
|
(d) Except
as otherwise disclosed in this Item 5(d), no persons (other than the Reporting
Persons) are 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 Common Shares
beneficially owned by the Reporting Persons.
|
|
(1)
|
The
owners of 8,500 Common Shares reported as beneficially owned by Kenneth A.
Johnston have the right to receive or direct the receipt of dividends from
or proceeds from the sale of such Common
Shares.
|
|
|
(2)
|
The
beneficiaries of Reporting Persons who are trusts are entitled to receive
dividends from or proceeds from the sale of Common Shares reported as
beneficially owned by such trusts.
|
|
|
(3)
|
The
members of Meythaler Investment Partners LLC and Meythaler Investors LLC
are entitled to receive dividends from or proceeds from the sale of Common
Shares reported as beneficially owned by such limited liability
companies.
|
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
The
information set forth in Items 3 and 4 is incorporated by reference into this
Item 6.
Except
for the Joint Filing Agreement attached hereto as Exhibit 4 and the arrangements
described in this Schedule 13D, to the knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or, to the knowledge of any of the
Reporting Persons, any other person or entity referred to in Item 2, or between
such persons and any other person, with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item
7. Material to be Filed as Exhibits
Item 7 of
the Schedule 13D is amended by adding the following exhibits
thereto:
|
Exhibit
3
|
Letter
from David S. Barlow to the Board of Directors of Molecular Insight
Pharmaceuticals, Inc., dated July 27,
2010.
|
|
Exhibit
4
|
Joint
Filing Agreement, dated as of August 12, 2010, by and among the Reporting
Persons.
|
SIGNATURES
After
reasonable inquiry and to the best of his, her or its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED:
August 12, 2010
|
|
/s/ David S. Barlow
|
|
|
|
David
S. Barlow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JAMES
W. POITRAS REVOCABLE TRUST
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By:
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/s/ James W. Poitras
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Name:
James W. Poitras
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Title:
Trustee
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PATRICIA
T. POITRAS REVOCABLE TRUST
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By:
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/s/ Patricia T. Poitras
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Name:
Patricia T. Poitras
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Title:
Trustee
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/s/ Phillip Magiera
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Phillip
Magiera
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/s/ Peter Nordblom
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Peter
Nordblom
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/s/ Peter M. Barlow
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Peter
M. Barlow
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/s/ Jack L. Barlow
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Jack
L. Barlow
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/s/ Gladys L. Barlow
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Gladys
L. Barlow
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/s/ Anthony J. Khuri
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Anthony
John Khuri
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/s/ Ann Barlow
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Ann
Barlow
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THE
BARLOW FAMILY IRR TST 2005
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By:
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/s/ Margaret Philbin
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Name:
Margaret Philbin
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Title:
Trustee
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THE
BARLOW IRREV TRUST 2004
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By:
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/s/ Margaret Philbin
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Name:
Margaret Philbin
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Title:
Trustee
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/s/ Dana Doe
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Dana
Doe
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/s/ Charles F. Doe
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Charles
F. Doe
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DOE
DYNASTY TRUST
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By:
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/s/ William Doe
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Name:
William Doe
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Title:
Trustee
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By:
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/s/ Charles F. Doe, Jr.
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Name:
Charles F. Doe, Jr.
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Title:
Trustee
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/s/ Barry L. Weisman
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Barry
L. Weisman
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/s/ John Otsuki
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John
Otsuki
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/s/ William F. Leisman
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William
F. Leisman
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/s/ James R. Warner
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James
R. Warner
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/s/ Keith Krehbiel
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Keith
Krehbiel
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/s/ Edward W. Poitras
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Edward
W. Poitras
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MEYTHALER
INVESTMENT PARTNERS, LLC
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By:
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/s/ L. Charles Meythaler
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Name:
L. Charles Meythaler
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Title:
Owner
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MEYTHALER
INVESTORS, LLC
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By:
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/s/ L. Charles Meythaler
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Name:
L. Charles Meythaler
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Title:
Owner
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/s/ Kenneth A. Johnson
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Kenneth
A. Johnson
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EXHIBIT
INDEX
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Exhibit
Numbe
r
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Exhibit
Description
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Exhibit
3
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Letter
from David S. Barlow to the Board of Directors of Molecular Insight
Pharmaceuticals, Inc., dated July 27, 2010.
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Exhibit
4
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Joint
Filing Agreement, dated as of August 12, 2010, by and among the Reporting
Persons.
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Exhibit 3
to
Schedule
13D
David S.
Barlow
July 27,
2010
Molecular
Insight Pharmaceuticals, Inc.
160
Second Street
Cambridge,
MA 02142
Attention:
Board of Directors
Dear
Board of Directors:
After
careful consideration of the best interests of the shareholders of Molecular
Insight Pharmaceuticals, and after consulting with investment banking and legal
advisors, I, with the support of several other shareholders, have attached a
draft proposal that outlines the possible alternative for restructuring
Molecular Insight's Senior Secured Notes. I believe the construct as
outlined provides a simple, flexible and advantageous structure that will be
beneficial for both debt and equity stakeholders. As this proposal
would be immediately supported by fifteen individual shareholders constituting
over 25% of the existing shareholder base, I am confident in our ability to
attract additional shareholder support from existing individual and
institutional investors.
I would
like the opportunity to discuss this proposal with you as promptly as
possible. Please contact me directly at (617) 922-5422.
Sincerely,
/s/ David
Barlow
David
Barlow
Concerned
Shareholder
cc: The
Persons Listed on
Schedule I
hereto
640 Lewis
Wharf, Boston, MA 02110
Phone: (617)
922-5422 / Fax: (781) 235-3726 / e-mail:
davidsbarlow@yahoo.com
July
15, 2010
Summary
Terms and Conditions
DRAFT—SUBJECT
TO NEGOTIATION
I.
KEY TERMS
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Description:
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Current
bond holders convert a portion of the existing Senior Secured bonds into
equity. The remaining portion of the existing debt is
restructured.
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Issuer:
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Molecular
Insight Pharmaceuticals, Inc. (
“
MIPI
” and, collectively with its
current and future subsidiaries, the “
Company
”
).
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Investor:
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All
Bondholders (“Bondholders”).
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Investment
Overview:
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At
the Closing (as defined below), Bondholders will agree to the following,
which will be referred to herein as the
“
Restructuring
”
:
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·
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The
current carrying amount ($179,668,768 as of March 31, 2010) of senior
secured floating rate bonds due in 2012 will be restructured based on the
following construct
75%
of current carrying amount refinanced and will be referred to herein as
the
“
New Senior
Secured Bonds
”
. The New Senior
Secured Bonds will be split evenly between two tranches with extended
maturities.
25%
of current carrying amount replaced by restructuring the existing warrants
to purchase six million shares of common stock of the Company (
the “
Warrants
”
). The Warrants will
have an exercise price of $1.00, which is a discount to the bid price of
the Company’s common stock as of the date of this term sheet, and is
subject to negotiation.
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·
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New
leadership will be installed beginning with the re-instatement of David
Barlow as Chief Executive Officer and Chairman of the Board of
MIPI.
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·
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New
Board of Directors will be installed, which would consist of two insiders
and five outside members. Bondholders and New Investor Group have an
option for one board seat each.
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·
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Concurrent
with the Restructuring of the bonds, we anticipate an equity private
placement of $20.0-35.0 million, referred to herein as the
“
Financing
”
.
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Warrants:
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The
Warrants may be exercised by payment of the exercise price or by a
cashless exercise at anytime through five years from the date of
issuance.
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New
Investor Equity:
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Contingent
upon the Restructuring, new investor equity, which may come from a
combination of current and new investors, will be approximately $20.0-35.0
million based on the projected cash requirement to fund to
break-even.
We
have already identified committed capital of up to $10 million from one
institutional investor and intend to raise the incremental capital
required to fund to break-even as promptly as possible following the
Restructuring.
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Use
of Proceeds:
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Proceeds
from the Financing will be used by MIPI for general corporate purposes,
development of core products (e.g. Trofex) and for the development and
commercialization of Azedra.
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The
Closing:
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Subject
to the terms and conditions set forth herein, the closing of the
Restructuring and subsequent Financing (the
“
Closing
”)
will occur 60 days after mutual execution of this term sheet or as soon
thereafter as is reasonably practicable (the
“
Closing
Date
”
).
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II.
THE NEW SENIOR SECURED BONDS
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Maturity
Dates:
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The
first tranche of the New Senior Secured Bonds will mature on the seventh
anniversary of the Closing Date, and the second tranche will mature on the
tenth anniversary of the Closing Date (
collectively, the
“
Maturity
Dates
”
).
All amounts outstanding under the New Senior Secured Bonds will be due and
payable in full on the Maturity Dates.
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Interest
Rate:
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Both
the first and second tranche of the New Senior Secured Bonds will bear a
fixed coupon interest rate of [7.00%], on a quarterly basis beginning on
the Closing Date. Interest accrued on the bonds on any
quarterly interest payment date between and including the Closing Date and
the maturity date, shall be payable through the issuance of PIK (
“
Paid-in-kind
”
)
Bonds.
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Paid-in-kind
Bonds
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Such
PIK Bonds shall be part of the same class, and shall have the same terms
and rights, as the New Senior Secured Bonds except the interest on such
PIK Bond shall begin to accrue from the date of issuance of such PIK
Bond.
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Ranking:
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The
New Senior Secured Bonds will be a senior secured, full recourse
obligation of MIPI.
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Security:
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The
New Senior Secured Bonds will be secured by a first priority perfected
lien on, and security interest in, all of the tangible and intangible
property and assets to which the Company has ownership or rights,
including patents, know-how and other intellectual property (
collectively, the
“
Company
Collateral
”
).
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Redemption
of Bonds:
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Terms
and conditions similar to the existing Senior Secured Bonds, and subject
to negotiation.
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Debt
Covenants:
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Terms
and conditions similar to the existing Senior Secured Bonds, and subject
to negotiation.
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Exhibit 4
to
Schedule
13D
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a Schedule 13D (including any and all amendments thereto) with respect
to the shares of common stock of Molecular Insight Pharmaceuticals, Inc. (CUSIP
No. 60852M104), and further agree that this Joint Filing Agreement shall be
included as an exhibit to such joint filings, and may be included in any
amendment.
The
undersigned further agree that each party hereto is responsible for the timely
filing of such Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning such party contained therein;
provided that no party is responsible for the completeness or accuracy of the
information concerning any other filing party, unless such party knows or has
reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement this 12th day of
August, 2010.
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/s/ David S. Barlow
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David
S. Barlow
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/s/ David S. Barlow
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David
S. Barlow
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JAMES
W. POITRAS REVOCABLE TRUST
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By:
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/s/ James W. Poitras
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Name:
James W. Poitras
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Title:
Trustee
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PATRICIA
T. POITRAS REVOCABLE TRUST
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By:
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/s/ Patricia T. Poitras
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Name:
Patricia T. Poitras
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Title:
Trustee
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/s/ Phillip Magiera
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Phillip
Magiera
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/s/ Peter Nordblom
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Peter
Nordblom
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/s/ Peter M. Barlow
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Peter
M. Barlow
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/s/ Jack L. Barlow
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Jack
L. Barlow
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/s/ Gladys L. Barlow
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Gladys
L. Barlow
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/s/ Anthony J. Khuri
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Anthony
John Khuri
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Signature
Page to Joint Filing Agreement
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MEYTHALER
INVESTMENT PARTNERS, LLC
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By:
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/s/ L. Charles Meythaler
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Name:
L. Charles Meythaler
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Title:
Owner
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MEYTHALER
INVESTORS, LLC
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By:
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/s/ L. Charles Meythaler
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Name:
L. Charles Meythaler
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Title:
Owner
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/s/ Ann Barlow
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Ann
Barlow
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THE
BARLOW FAMILY IRR TST 2005
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By:
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/s/ Margaret Philbin
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Name:
Margaret Philbin
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Title:
Trustee
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THE
BARLOW IRREV TRUST 2004
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By:
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/s/ Margaret Philbin
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Name:
Margaret Philbin
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Title:
Trustee
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/s/ Charles F. Doe
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Charles
F. Doe
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/s/ Dana Doe
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Dana
Doe
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DOE
DYNASTY TRUST
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By:
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/s/ William Doe
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Name:
William Doe
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Title:
Trustee
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By:
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/s/ Charles F. Doe, Jr.
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Name:
Charles F. Doe, Jr.
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Title:
Trustee
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Signature
Page to Joint Filing Agreement
|
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/s/ Barry L. Weisman
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Barry
L. Weisman
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/s/ John Otsuki
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John
Otsuki
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/s/ William F. Leisman
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William
F. Leisman
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/s/ James R. Warner
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James
R. Warner
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/s/ Keith Krehbiel
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Keith
Krehbiel
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/s/ Edward W. Poitras
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Edward
W. Poitras
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/s/ Kenneth A. Johnson
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Kenneth
A. Johnson
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|
