UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE EXCHANGE ACT OF 1934
AMENDMENT NO. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-2(a)
VITAL LIVING, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
92846Y100
-------------------------------------------------------
(CUSIP Number)
--------------------------------------------------------------------------------
DONALD NICHOLSON KATHRYN A. CAMPBELL, ESQ.
SKYEPHARMA PLC SULLIVAN & CROMWELL LLP
105 PICCADILLY 1 NEW FETTER LANE
LONDON W1J 7NJ, ENGLAND LONDON EC4A 1AN, ENGLAND
+44 20 7491 1777 +44 20 7959 8900
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 4, 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 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
[ ].
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
(continued on following pages)
--------------------------------------------------------------------------------
CUSIP NO. 92846Y100 PAGE 2 OF 5 PAGES
--- ----
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SKYEPHARMA PLC
330387911
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 36,018,973(1)(2)
EACH REPORTING -----------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,204,548(2)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,204,548(1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.95%(2)(3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) In order to facilitate the consummation of the transaction contemplated by
the Agreement and Plan of Merger by and among Vital Living, Inc. (the
"Issuer"), VLEN Acquisition Corp., Inc. ("VLEN") and E-Nutriceuticals, Inc.
("ENI"), dated as of August 20, 2003
--------------------------------------------------------------------------------
CUSIP NO. 92846Y100 PAGE 3 OF 5 PAGES
--- ----
--------------------------------------------------------------------------------
(the "Merger Agreement", and the transaction contemplated thereby, the
"Merger"), SkyePharma PLC ("SkyePharma") entered into a Stockholders'
Agreement with the Issuer and the other parties listed therein, dated as of
August 20, 2003 (the "Stockholders' Agreement"), whereby each of Bradley
Edson ("Mr. Edson"), Stuart Benson ("Mr. Benson") and Donald Hannah (Mr.
Hannah, and with Mr. Edson and Mr. Benson, the "Founders Group"), Fifth
Avenue Capital, Inc. ("Fifth Avenue Capital") and Stephen Morris ("Mr.
Morris, and with Fifth Avenue Capital, the "Morris Group"), and SkyePharma
(collectively, the "Stockholders") agreed to vote its shares of common
stock, par value $0.001 per share (the "Common Stock") of Vital Living,
options, warrants or convertible securities to purchase Common Stock, and
other voting securities (the "Shares") of the Issuer to elect the directors
nominated by the other Stockholders. SkyePharma does not have the right to
dispose or direct the disposition of any of the 20,814,425 shares of Common
Stock or securities convertible or exercisable into Common Stock owned by
the other parties to the Stockholders' Agreement. Accordingly, SkyePharma
expressly disclaims beneficial ownership of all such shares.
2 SkyePharma is currently the beneficial owner of 14,204,548 shares of Common
Stock and 1,000,000 shares of Series D Convertible Preferred Stock, par
value $0.001 per share, of the Issuer (the "Preferred Stock"). Accordingly,
SkyePharma has beneficial ownership of 15,204,548 shares of Common Stock,
assuming the conversion of all shares of Preferred Stock owned or to be
purchased by SkyePharma into Common Stock at the current conversion price
of $1.00.
3 Based on 57,601,170 shares of Common Stock outstanding on November 10, 2003
as reported on the Form 10-QSB filed by the Issuer with the U.S. Securities
and Exchange Commission (the "Commission") on November 19, 2003, and the
conversion of 1,000,000 shares of Preferred Stock into 1,000,000 shares of
Common Stock.
ITEM 1 SECURITY AND ISSUER
This Amendment No. 2 amends and supplements the Schedule 13D filed by
SkyePharma with the Commission on August 29, 2003, as amended by Amendment No. 1
filed with the Commission on November 21, 2003, relating to the Common Stock of
Vital Living, Inc., a Nevada corporation, including such Common Stock issuable
upon conversion of Preferred Stock held by SkyePharma. The Issuer's principal
executive offices are located at 5080 North 40th Street, Suite #105, Phoenix,
Arizona, 85018.
ITEM 4 PURPOSE OF THE TRANSACTION
On December 4, 2003, SkyePharma amended the terms of the Commitment
Letter (the "Commitment Letter") from SkyePharma to the Issuer, dated as of
August 20, 2003, executed pursuant to Section 5 of the Merger Agreement, as
amended on November 19, 2003. The amendment of December 4th extended the time
period during which SkyePharma had committed to invest 1,000,000 U.S. dollars in
the event that the Issuer raised an additional 3,000,000 U.S. dollars in an
offering of securities through December 15, 2003. This obligation, if
consummated, would be expected to result in an additional holding of 1,000,000
convertible securities (the "Additional Securities") convertible into
approximately 1,000,000 shares of Common Stock or more, depending on the price
of such issuance and the conversion price and other terms of the Additional
Securities and any accompanying warrants.
SkyePharma is continuously evaluating the business and business
prospects of the Issuer, and its present and future interests in, and intentions
with respect to the Issuer and at
--------------------------------------------------------------------------------
CUSIP NO. 92846Y100 PAGE 4 OF 5 PAGES
--- ----
--------------------------------------------------------------------------------
any time may decide to acquire additional shares or dispose of any or all of the
shares of Common Stock or Preferred Stock owned by it.
SkyePharma currently intends to exercise its rights as shareholder in
the Issuer, and in connection therewith, may, from time to time, (i) have
discussion with management and/or other shareholders of the Issuer concerning
various operational and financial aspects of the Issuer's business, (ii) make
one or more proposals to the Issuer or other shareholders of the Issuer relating
to joint ventures, mergers, business combinations or extraordinary transactions,
and (iii) solicit proxies.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On December 4, 2003, SkyePharma amended the terms of the Commitment
Letter from SkyePharma to the Issuer, dated as of August 20, 2003, executed
pursuant to Section 5 of the Merger Agreement, as amended on November 19, 2003.
The amendment of December 4th extended the time period during which SkyePharma
had committed to invest 1,000,000 U.S. dollars in the event that the Issuer
raised an additional 3,000,000 U.S. dollars in an offering of securities through
December 15, 2003. This obligation, if consummated, would be expected to result
in an additional holding of 1,000,000 Additional Securities convertible into
approximately 1,000,000 shares of Common Stock or more, depending on the price
of such issuance and the conversion price and other terms of the Additional
Securities and any accompanying warrants.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1. Registration Rights Agreement between Vital Living, Inc.
and SkyePharma PLC, dated as of August 20, 2003
(incorporated by reference to Exhibit 1 to the Schedule
13D filed by SkyePharma PLC with the Commission on August
29, 2003).
Exhibit 2. Subscription Agreement between Vital Living, Inc. and
SkyePharma PLC, dated as of August 20, 2003 (incorporated
by reference to Exhibit 2 to the Schedule 13D filed by
SkyePharma PLC with the Commission on August 29, 2003).
Exhibit 3. Commitment Letter of SkyePharma PLC, dated as of August
20, 2003 as amended November 19, 2003 and December 4,
2003.
Exhibit 4. Stockholders' Agreement, between SkyePharma PLC, Vital
Living Inc., Bradley Edson, Stuart Benson, Donald Hannah,
Stephen Morris and Fifth Avenue Capital Inc., dated as of
August 20, 2003 (incorporated by reference to Exhibit 4 to
the Schedule 13D filed by SkyePharma PLC with the
Commission on August 29, 2003).
--------------------------------------------------------------------------------
CUSIP NO. 92846Y100 PAGE 5 OF 5 PAGES
--- ----
--------------------------------------------------------------------------------
SIGNATURE
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.
December 8, 2003 SkyePharma PLC
By: /s/ Donald Nicholson
--------------------------------------
Name: Donald Nicholson
Title: Finance Director