CUSIP No. 038505103 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
038505103
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(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates, L.L.C. Reboul, MacMurray, Hewitt,
One Palmer Square Maynard & Kristol
Princeton, New Jersey 08452 45 Rockefeller Plaza
Tel. (609) 683-5656 New York, New York 10111
Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2003
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(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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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.
CUSIP No. 038505103 Page 2 of 6 Pages
1) Name of Reporting Person Domain Public Equity
I.R.S. Identification Partners, L.P.
No. of Above Person
(Entities Only)
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds WC
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5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting Power
Shares
Beneficially 2,127,620 shares of Common Stock
Owned by (includes shares issuable upon conversion
Each of preferred stock and exercise of
Reporting warrants)
Person With -----------------------------------------------
8) Shared Voting Power
- 0 -
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9) Sole Dispositive Power
2,127,620 shares of Common Stock
(includes shares issuable upon conversion
of preferred stock and exercise of
warrants)
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10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially 2,127,620 shares of Common
Owned by Each Reporting Person Stock (includes shares issuable upon
conversion of preferred stock and
exercise of warrants)
CUSIP No. 038505103 Page 3 of 6 Pages
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 4.1%
Amount in Row (11)
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14) Type of Reporting
Person PN
CUSIP No. 038505103 Page 4 of 6 Pages
Amendment No. 1 to Schedule 13D (Final Amendment)
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Reference is hereby made to the Schedule 13D originally filed with the
Securities and Exchange Commission on February 20, 2003 (the "Schedule 13D").
Terms defined in the Schedule 13D are used herein as so defined.
The Schedule 13D is hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration.
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On March 10, 2003, the transactions contemplated by the Financing Purchase
Agreement and the Warrant Repricing Agreement were consummated and the Voting
Agreement terminated in accordance with its terms. Accordingly, DPEP and the
Other Shareholders may no longer be considered a Group and DPEP may no longer be
deemed to beneficially own the Other Shareholders Securities.
Item 5. Interest in Securities of the Issuer.
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The following information is based on a total of 51,352,155 shares of
Common Stock outstanding as of February 11, 2003, as reported in the Issuer's
Definitive Proxy Statement on Schedule 14A filed on February 21, 2003, as
adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Act.
(a) DPEP beneficially owns 2,127,620 Shares of Common stock, or 4.1% of the
Common Stock outstanding.
DPEA, as the sole general partner of DPEP, may be deemed to beneficially
own the securities owned by DPEP. Nicole Vitullo and DA, as the managing members
of DPEA, may be deemed to beneficially own the securities owned by DPEP. The
individual managing members of DA may also be deemed to beneficially own the
securities owned by DPEP.
(b) DPEP has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 2,127,620 shares of Common Stock
(including shares to be issued upon the conversion of preferred stock and the
exercise of warrants).
(c) Except as set forth in Item 3 above, none of the entities or
individuals identified in Item 2 above has effected any transactions in the
Common Stock in the 60 days prior to the date of this statement.
CUSIP No. 038505103 Page 5 of 6 Pages
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or any proceeds from the sale of, the
Common Stock beneficially owned by DPEP.
(e) DPEP ceased to be the beneficial owner of more than five percent of the
Common Stock on March 10, 2003.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
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On March 10, 2003, the transactions contemplated by the Financing Purchase
Agreement and the Warrant Repricing Agreement were consummated and the Voting
Agreement was terminated in accordance with its terms.
CUSIP No. 038505103 Page 6 of 6 Pages
Signature
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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.
Dated: March 17, 2003
DOMAIN PUBLIC EQUITY PARTNERS, L.P.
By: Domain Public Equity Associates,
L.L.C., General Partner
By: Domain Associates, L.L.C.
By /s/ Kathleen K. Schoemaker
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Managing Member