SCHEDULE 13D
| CUSIP No. 572322303 |
Page 1 of 7 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under The Securities Exchange Act of 1934)
MARSHALL EDWARDS, INC.
(Name of Issuer)
Common Stock, $0.00000002 par value
(Title of Class of Securities)
572322303
(CUSIP Number)
David J. Harris, Esq., 1775 Eye Street, N.W. Washington, D.C. 20006 (202) 261-3385
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 6, 2007
(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(b)(3) or (4), 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 ("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).
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 2 of 7 Pages |
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NAME OF REPORTING PERSON |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] |
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SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER 8,000 Shares |
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SHARED VOTING POWER 5,128,843 Shares |
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SOLE DISPOSITIVE POWER 8,000 Shares |
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SHARED DISPOSITIVE POWER 5,128,843 Shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 3 of 7 Pages |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER Not Applicable |
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SHARED VOTING POWER 5,128,843 Shares |
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SOLE DISPOSITIVE POWER Not Applicable |
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10 |
SHARED DISPOSITIVE POWER 5,128,843 Shares |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14 |
TYPE OF REPORTING PERSON |
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 4 of 7 Pages |
ITEM. 1. Security and Issuer
This statement refers to the common stock, $0.00000002 par value ("Common Stock"), of Marshall Edwards, Inc. (the "Company"). The address of the Company is 140 Wicks Road, North Ryde, NSW, 2113 Australia.
ITEM. 2. Identity and Background
This statement is being filed on behalf of Josiah T. Austin ("Austin"), a U.S. citizen, and El Coronado Holdings, LLC ("ECH") an Arizona limited liability company (collectively the "Reporting Persons").
Further information regarding the identity and background of the Reporting Persons is as follows:
(a) Josiah T. Austin;
(b) 4673 Christopher Place, Dallas, Texas 75204;
(c) Present principal occupation: individual investor.
For ECH:
(a) El Coronado Holdings, L.L.C.;
(b) 4673 Christopher Place, Dallas, Texas 75204;
(c) Holding Company;
(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the knowledge of the Reporting Persons, the members or controlling persons of any Reporting Person have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
Acting on behalf of ECH, Austin purchased from December 18, 2003 to March 28, 2007 a total of 1,598,843 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $7,349,692.79. The primary source of funds for these purchases was existing funds of ECH.
Acting on behalf of ECH, from July 13, 2006 to August 6, 2007, Austin purchased a total of 2,200,000 shares of Common Stock directly from the Company for an aggregate consideration of $6,450,000. The primary source of funds for these purchases was existing funds of ECH.
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 5 of 7 Pages |
Acting on behalf of the Austin-Clark Family Irrevocable Life Insurance Trust, in his capacity as Trustee, Austin purchased from November 7, 2005 to March 7, 2006 a total of 6,000 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $39,288.50. The primary source of funds for these purchases was existing funds of the Trust.
Acting on behalf of the Anna L. Elias Trust, in his capacity as Trustee, Austin purchased on November 7, 2005 a total of 1,000 shares of Common Stock in an open market transaction for an aggregate consideration (exclusive of brokers' commissions) of $7,414.60. The primary source of funds for these purchases was existing funds of the Trust.
Acting on behalf of the Josiah Zane Sylvester Trust, in his capacity as Trustee, Austin purchased on November 7, 2005 a total of 1,000 shares of Common Stock in an open market transaction for an aggregate consideration (exclusive of brokers' commissions) of $7,414.60. The primary source of funds for these purchases was existing funds of the Trust.
All dollar amounts are in U.S. dollars.
ITEM 4. Purpose of Transaction
The acquisitions of common stock to which this statement relates have been made for investment purposes. Austin, as sole Managing Member of ECH, will continually evaluate the business, financial conditions, and prospects of the Company, as well as conditions in the economy and the pharmaceutical industry in general, with a view toward determining whether to hold, decrease, or add to these investments in common stock.
ITEM 5. Interest in Securities of the Issuer
(a) Austin is deemed beneficial owner of 5,136,843 shares of Common Stock (which number includes 1,330,000 shares of Common Stock that may be acquired through the exercise of various warrants) in his capacity as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is deemed beneficial owner of 5,128,843 shares of Common Stock (which number includes 1,330,000 shares of Common Stock that may be acquired through the exercise of various warrants). Based on the 63,390,937 shares of Common Stock outstanding as of April 30, 2007, as reported in the Company's 10-Q filed on May 8, 2007, plus the 5,464,001 shares of Common Stock issued, pursuant to a private placement, on August 6, 2007 as reported in the Company's 8-K filed on August 6, 2007, plus 1,330,000 shares of Common Stock deemed outstanding assuming the exercise of various warrants, Austin and ECH's deemed beneficial holdings represent, respectively, 7.31% and 7.3% of the Company's Common Stoc k.
(b) As Trustee for certain family trusts, Austin has the sole power to vote or to dispose or direct the disposition of 8,000 shares of Common Stock. As sole Managing Member of ECH, Austin shares with ECH the power to vote or dispose or to direct the disposition of 5,128,843 shares of Common Stock.
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 6 of 7 Pages |
(c) No transactions in the Company's Common Stock have been effected by the Reporting Persons during the last 60 days except the following transaction, a purchase directly from the Company in a private placement transaction.
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Reporting Person |
Date |
No. of Shares |
Price Per Share |
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ECH |
8/6/07 |
700,000 |
$3.00 |
(d) No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between ECH, Austin and any person with respect to any securities of the Company.
ITEM 7. Materials to Be Filed as Exhibits
None.
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SCHEDULE 13D |
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CUSIP No. 572322303 |
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Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
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Date: August 16, 2007 |
/s/ Josiah T. Austin |
| Josiah T. Austin, | |
| Individually and as Sole Managing Member of ECH | |