SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.             )*

 

 

 

 

ANIKA THERAPEUTICS, INC.

(Name of Issuer)

 

 

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

 

 

035255108

(CUSIP Number)

 

 

ANDREW E. GOLD

10835 LOCKLAND ROAD

POTOMAC, MD 20854

(301) 765-9117

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

With a Copy to:

 

DECHERT LLP

1775 I STREET, NW

WASHINGTON, DC 20006-2401

(202) 261-3300

ATTENTION: PAUL HUEY-BURNS, ESQUIRE

 

November 19, 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), (f) or (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(b) for other parties to whom copies are to be sent.

 

*   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 (“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).

SCHEDULE 13D

CUSIP NO. 035255108

   Page 1

 

  1  

NAMES OF REPORTING PERSONS

 

            ANDREW E. GOLD

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            220-72-2227

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS

 

            PF

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            UNITED STATES OF AMERICA

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                0

  8    SHARED VOTING POWER

 

                0

  9    SOLE DISPOSITIVE POWER

 

                0

10    SHARED DISPOSITIVE POWER

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            0

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

    
14  

TYPE OF REPORTING PERSON

 

            IN

    

 

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SCHEDULE 13D

CUSIP NO. 035255108   Page 1

 

  1  

NAMES OF REPORTING PERSONS

 

            RONIT GOLD

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS

 

            PF

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            UNITED STATES OF AMERICA

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7    SOLE VOTING POWER

 

                0

  8    SHARED VOTING POWER

 

                0

  9    SOLE DISPOSITIVE POWER

 

                0

10    SHARED DISPOSITIVE POWER

 

                0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            0

    
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

    
14  

TYPE OF REPORTING PERSON

 

            IN

    

 

- 3 -

SCHEDULE 13D

 

ITEM 1. SECURITY AND ISSUER.

 

This statement on Schedule 13D (this “Statement”) relates to the acquisition by Andrew E. Gold and Ronit Gold, both individual citizens of the United States, of shares of Common Stock, par value $.01 per share (the “Common Stock”), of Anika Therapeutics, Inc., a Massachusetts corporation (the “Company”).

 

The principal executive offices of the Company are located at 1601 New Boston Street, Woburn, Massachusetts 01801.

 

ITEM 2. IDENTITY AND BACKGROUND.

 

(a) This Schedule 13D is filed jointly by Andrew E. Gold and Ronit Gold, a married couple (collectively, the “Golds”).

 

(b) - (c) Residential address for the Golds:

 

10835 Lockland Road

Potomac, MD 20854

 

Mrs. Gold’s principal occupation is as a pre-school teacher. Mr. Gold’s principal occupation is as a self-employed investor.

 

(d) - (e) During the last five years, neither of the Golds have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or causing him to be subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities or mandating activities subject to, federal or state securities laws on finding any violation of such laws.

 

(f) Both Mr. and Mrs. Gold are United States citizens.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

On November 19, 2003, the Golds acquired 30,900 shares of Common Stock on the open market at a price of $7.02 per share. The Golds purchased all of these shares through personal joint trading accounts. The Golds periodically effect purchases of shares through margin accounts maintained for the Golds with Electronic Trading Group, LLC which may extend credit to the Golds as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the firm’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of the debit balances in the account. The funds used to make these purchases were not otherwise borrowed or obtained.

 

Currently, the Golds hold no shares of Common Stock of the Company.

 

- 4 -

ITEM 4. PURPOSE OF TRANSACTION.

 

The transactions were solely for investment purposes. The Golds intend to review, from time to time, their investment in the Company on the basis of various factors, including but not limited to the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities market in general and the market for the Company’s securities in particular, as well as other developments and other investment opportunities. Based upon those considerations, the Golds may decide to acquire additional shares of Common Stock on the open market or in privately negotiated transactions.

 

Except as set forth above, the Golds have not formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

On November 19, 2003, the Golds purchased 30,900 shares of the Company’s Common Stock, which made them the beneficial owners of 513,780 shares of Common Stock accounting for, at that time, 5.145% of the Company’s outstanding shares of Common Stock. Later that same day, the Golds sold 116,585 shares of Common Stock reducing the shares they beneficially owned to 397,194 shares or 3.977%. The Golds have not been the holders of more than five percent of the Company’s stock at any time since November 19, 2003.

 

(a) The Golds currently beneficially own 0 shares of Common Stock, which represents 0% of the outstanding shares of Common Stock based on the number of shares outstanding as of November 5, 2004.

 

(b) The Golds currently share the power to vote or direct the vote, or to dispose or direct the disposition, of the shares of Common Stock they beneficially own.

 

(c) The Golds have not undertaken any transactions relating to the Common Stock of the Company during the past sixty days.

 

(d) Not applicable.

 

(e) The Golds ceased to be the beneficial owners of more than five percent of the Common Stock of the Company as of November 19, 2003.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Golds and any other person with respect to any securities of the Company, 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.

 

None.

 

- 5 -

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 15, 2004  

/s/ Andrew E. Gold

    Andrew E. Gold
   

/s/ Ronit Gold

    Ronit Gold

 

- 6 -