| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/14/2006 |
3. Issuer Name and Ticker or Trading Symbol
Emergent BioSolutions Inc. [ EBS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,599,155 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| Exhibit List Exhibit 24 - Power of Attorney |
| /s/ Carl A. Valenstein, attorney in fact | 11/14/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
EXHIBIT
24
POWER
OF
ATTORNEY
Know
all
by these presents, that the undersigned hereby makes, constitutes and appoints
any attorney or legal assistant of Thelen Reid & Priest LLP, including Carl
A. Valenstein, Esq., Joseph R. Tiano, Esq., Andrea Schroepfer and Rachel Lipman,
signing singly and each acting individually, as the undersigned’s true and
lawful attorney-in-fact with full power and authority as hereinafter described
to:
(1) execute,
acknowledge, and deliver such written documentation with respect to completing
and filing a UNIFORM APPLICATION FOR ACCESS CODES TO FILE ON EDGAR with the
U.S.
Security and Exchange Commission, all upon such terms and conditions as said
attorney shall approve.
(2) execute
for and on behalf of the undersigned, in the undersigned’s capacity as a
significant stockholder of Emergent BioSolutions Inc. (the “Company”), Forms 3,
4, and 5 (including any amendments thereto) in accordance with Section 16(a)
of
the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange
Act”) and Forms 13D and/or 13G (including any amendments thereto) in accordance
with Section 13 of the Exchange Act;
(3) do
and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to prepare, complete and execute any such Form 3, 4,
5,
13D and/or 13G, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission and any stock exchange or similar
authority;
(4) seek
or
obtain, as the undersigned’s representative and on the undersigned’s behalf,
information regarding transactions in the Company’s securities from any third
party, including brokers, employee benefit plan administrators and trustees,
and
the undersigned hereby authorizes any such person to release any such
information to such attorney-in-fact and approves and ratifies any such release
of information; and
(5) take
any
other action of any type whatsoever in connection with the foregoing which,
in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in
serving in such capacity at the request of the undersigned, are not assuming
nor
relieving, nor is the Company assuming nor relieving, any of the undersigned’s
responsibilities to comply with Section 16 or Section 13 of the Exchange Act.
The undersigned acknowledges that neither the Company nor the foregoing
attorneys-in-fact assume (i) any liability for the undersigned’s responsibility
to comply with the requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act.
This
Power of Attorney shall remain in full force and effect until the undersigned
is
no longer required to file Forms 3, 4, 5, 13D or 13G with respect to the
undersigned’s holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to
the
foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of November, 2006.
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Biovac,
L.L.C.
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By:
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/s/ Fuad El-Hibri | |
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Name:
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Fuad
El-Hibri
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Title:
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General
Manager
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