Edgar Filing: Ajnsztajn Mike

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ASTRALIS LTD.
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(Name of Issuer)

Common Stock, par value $0.0001 per share
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(Title of Class of Securities)

046352
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(CUSIP Number)

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Mike Ajnsztajn Virginia K. Sourlis, Esq.
110 Dryden Road The Galleria
Bernardsville, NJ 07924 2 Bridge Avenue
(908) 696-8884 Red Bank, NJ 07701
(732)530-9007
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 9, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) 13d-1(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 for other parties
to whom copies are to be sent.

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* 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).

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1. Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)

Mike Ajnsztajn
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3. SEC Use Only

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4. SOURCE OF FUNDS (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Brazil
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7. Sole Voting Power
0
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NUMBER OF 8. Shared Voting Power
SHARES 8,680,000
BENEFICIALLY OWNED --------------------------------------------------
BY EACH REPORTING 9. Sole Dispositive Power
PERSON WITH 8,680,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,680,000
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12. Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See
Instructions) [ X ]
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13. Percent of Class Represented by Amount in Row (11) 11.9%
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14. Type of Reporting Person (See Instructions)
IN
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Mike Ajnsztajn ("Mr. Ajnsztajn") hereby amends and supplements its
Statement on Schedule 13D, as heretofore amended and supplemented with respect
to the common stock, par value $0.0001 per share, of Astralis Ltd., a Delaware
corporation (the "Issuer"). Except as amended and supplemented hereby, Mr.
Ajnsztajn's Statement on Schedule 13D as heretofore amended and supplemented
remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented to include the following:

The consideration to be used in making the purchases and transfers
contemplated by the Term Sheet (as defined below) is the number of newly issued
SkyePharma ordinary shares described in Item 6 below.

Item 4. Purpose of the Transaction.

The purpose of the proposed transactions is to sell 8,680,000 of
Mr. Ajnsztajn's shares of common stock of the Issuer, and to transfer his rights
under the Stockholders Agreement, as described in Item 6 below, to nominate one
director of the Issuer.

There can be no assurance that definitive agreements with respect
to the proposed transactions will be entered into or that the proposed
assignment of rights or the acquisition of shares will be consummated or as to
their terms or their timing.

Except as set forth in this statement, as of the date of the
filing of this statement, Mr. Ajnsztajn does not have any other plan or proposal
which relates to or would result in any of the actions specified in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Item 6 is supplemented to include the following:

On December 9, 2004, Mr. Ajnsztajn, Gaston Liebhaber ("Mr.
Liebhaber") and SkyePharma, SkyePharma, Ltd. ("SkyePharma") executed a Summary
of Terms and Conditions (the "Term Sheet") setting forth terms for a proposed
purchase by SkyePharma of shares of the Issuer held by such persons. The Term
Sheet is not legally binding on any party except for certain provisions relating
to exclusivity, expenses, governing law and consent to jurisdiction.

Mr. Ajnsztajn is the former Chief Executive Officer and former
member of the Board of Directors of the Issuer. Mr. Liebhaber is a former member
of the Board of Directors of the Issuer.

The Term Sheet sets out the main terms on which the parties intend
to enter into good faith negotiations to conclude a definitive stock purchase
agreement (the "Stock Purchase Agreement") and assignment agreement (the
"Assignment Agreement"). The Term Sheet provides that if an Assignment Agreement
and a Stock Purchase Agreement are not entered into by December 21, 2004 the
non-binding portions of the Term Sheet shall cease to be the basis for good
faith negotiations relating to the subject matter thereof, unless the parties
agree otherwise.

The Term Sheet states that under the proposed Stock Purchase
Agreement, SkyePharma will purchase in a private transaction 8,680,000 shares of
common stock of the Issuer owned by Mr. Ajnsztajn and 2,480,000 shares of common
stock of the Issuer owned by Mr. Liebhaber in exchange for SkyePharma ordinary
shares. The Term Sheet provides that the number of SkyePharma ordinary shares to
be issued to each of the sellers as consideration for his Issuer common stock
will be the number of shares of Issuer common stock currently owned by such
seller multiplied by an exchange ratio calculated by taking the average of the
daily closing price of common stock of the Issuer, as quoted on the OTC Bulletin
Board and reported on the Yahoo.com internet site, for the 10 business days up
to and including December 3, 2004 divided by the average of the daily closing
price of SkyePharma plc ADR's, as quoted on the Nasdaq and reported on the
Yahoo.com internet site, for the 10 business days up to and including December
3, 2004, multiplied by ten. Such share purchase would be subsequent to and
conditional upon the valid appointment of the additional SkyePharma Directors
pursuant to the Assignment Agreement, which condition may be waived at
SkyePharma's sole discretion. The sellers have further agreed to a period of
exclusivity.

If a Stock Purchase Agreement is executed by the parties and a
purchase is consummated pursuant thereto, SkyePharma will own 36,360,000 shares
of Issuer common stock and warrants expiring November 13, 2006 to purchase
20,000 shares of Issuer common stock at $4.00 per share, or 49.7% of the common
stock of the Issuer outstanding as of November 15, 2004, as reported in the
Issuer's 10-QSB for the period ending September 30, 2004.

The Term Sheet also provides that prior to the completion of the
transfer of ownership of the Issuer common stock held by Mr. Ajnsztajn and Mr.
Liebhaber pursuant to the Stock Purchase Agreement, and concurrently with the
execution of the Stock Purchase Agreement, each of Mr. Ajnsztajn and Mr.
Liebhaber will agree in a proposed Assignment Agreement to transfer his rights
under the Stockholders Agreement, dated December 10, 2001, as amended on January
20, 2004, between the Issuer, Mr. Ajnsztajn, Mr. Liebhaber, SkyePharma and the
other parties thereto (the "Stockholders Agreement"), including his rights under
Section 2.1 and 2.2 of the Stockholders Agreement to nominate and designate
Directors, to SkyePharma. Each of Mr. Ajnsztajn and Mr. Liebhaber has the right,
among other things, to appoint one director to the Board of Directors of the
Issuer under the Shareholders Agreement in order to fill the vacancy which
resulted from the resignation of such person from the Board. The proposed
Assignment Agreement will provide that upon the appointment pursuant to such
rights of two Directors nominated by SkyePharma to the Board of Directors of the
Issuer, SkyePharma shall be obligated to issue the number of SkyePharma ordinary
shares to Mr. Ajnsztajn and Mr. Liebhaber equal to ten percent of the share
consideration to which each of Mr. Ajnsztajn and Mr. Liebhaber would be entitled
upon closing of the Stock Purchase Agreement.

Item 7. Material to be filed as Exhibits.

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Exhibit 1 Summary of Terms and Conditions between SkyePharma plc, Mike Ajnsztajn and
Gaston Liebhaber, dated as of December 9, 2004.
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SIGNATURES

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.

Dated: December 13, 2004

By: /s/ Mike Ajnsztajn
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Mike Ajnsztajn