UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 6
Name of Issuer: AKORN, INC.
Title of Class of Securities: COMMON STOCK, NO PAR VALUE
CUSIP Number: 009728106
Date of Event Which Requires Filing of This Statement: December 31, 2006
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] 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).
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons:
Pequot Capital Management, Inc.
06-1524885
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Citizenship or Place of Organization:
Connecticut
Number of
Shares
Beneficially 5. Sole Voting Power:
Owned by 20,396,092
Each
Reporting 6. Shared Voting Power:
Person 0
With:
7. Sole Dispositive Power:
20,567,691
8. Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
20,567,691
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
11. Percent of Class Represented by Amount in Row (9):
23.8%
12. Type of Reporting Person:
IA, CO
Item 1(a) Name of Issuer: Akorn (the "Issuer")
1(b) Address of Issuer's Principal Executive Offices:
2500 Millbrook Drive, Buffalo Grove, IL 60089
Item 2(a)-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Pequot Capital Management, Inc., 500 Nyala Farm Road, Westport,
CT, 06880, which is a Connecticut corporation.
(d) Title of Class of Securities: COMMON STOCK, NO PAR VALUE PER SHARE
(e) CUSIP Number: 009728106
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E). Pequot
Capital Management, Inc. is an investment adviser registered under Section
203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership as of December 31, 2006 is incorporated herein by reference from
items (5) - (9) and (11) of the cover page of the Reporting Person.
The Reporting Person is an investment adviser registered under the
Investment Advisers Act of 1940, and acts as investment adviser to certain
managed accounts over which the Reporting Person exercises discretionary
authority (the "Accounts"). The Reporting Person beneficially owns
20,567,691 shares of Common Stock of the Issuer, due to the beneficial
ownership of the following (i) 20,012,135 shares of Common Stock and (ii)
555,556 shares of Common Stock underlying warrants exercisable into Common
Stock, at a purchase price of $3.50 per share (the "Warrants"), subject to
adjustment from time to time as provided in such Warrants and in the
Warrant Agreements between the Issuer and the Reporting Person, dated
August 23, 2004.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Person is an investment adviser registered under Section 203
of the Investment Advisers Act of 1940 and, as such, has beneficial
ownership of the shares which are the subject of this filing through the
investment discretion the reporting person exercises over its clients'
accounts. Although such accounts do not have beneficial ownership of such
shares for purposes of Section 13 and Section 16 of the Securities Exchange
Act of 1934, two accounts of the Reporting Person, Pequot Healthcare Fund,
L.P. and Pequot Healthcare Offshore Fund, Inc., each own of record more
than 5% of the Issuer's outstanding shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of the Group.
Not applicable.
Item 10.
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 or with the
effect of changing or influencing the control of the issuer of such securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2007 /s/ Aryeh Davis
--------------------------------------------
By: Aryeh Davis
Title: Chief Operating Officer,
General Counsel and Secretary