UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. _)*
Vanda
Pharmaceuticals Inc.
|
(Name
of Issuer)
|
Common Stock, par value $0.001 per
share
|
(Title
of Class of Securities)
|
Kevin
C. Tang
Tang
Capital Management, LLC
4401
Eastgate Mall
San
Diego, CA 92121
(858) 200-3830
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
September 25, 2008
|
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
x
Note
: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7 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).
(Continued
on following pages)
CUSIP
No. 921659108
|
13D
|
Page
2 of 11
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Partners, LP
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
3
|
SEC
Use Only
|
4
|
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
|
7
|
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
5,619,058
|
Each
Reporting
Person
With
|
9
|
|
|
10
|
Shared
Dispositive Power
5,619,058
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,619,058
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
13
|
Percent
of Class Represented by Amount in Row (11)
21.1%
|
14
|
Type
of Reporting Person
PN
|
CUSIP
No. 921659108
|
13D
|
Page 3
of 11
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Management, LLC
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
3
|
SEC
Use Only
|
4
|
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
6
|
Citizenship
or Place of Organization
Delaware
|
|
7
|
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
5,619,058
|
Each
Reporting
Person
With
|
9
|
|
|
10
|
Shared
Dispositive Power
5,619,058
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,619,058
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
21.1%
|
14
|
Type
of Reporting Person
OO
|
CUSIP
No. 921659108
|
13D
|
Page 4
of 11
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
3
|
SEC
Use Only
|
4
|
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
|
6
|
Citizenship
or Place of Organization
|
|
7
|
|
Shares
Beneficially
Owned
by
|
8
|
|
Each
Reporting
Person
With
|
9
|
|
|
10
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
22.2%
|
14
|
Type
of Reporting Person
IN
|
Item
1. Security and Issuer
This
Statement on Schedule 13D (the “Statement”) relates to the common stock, par
value $0.001 per share, of Vanda Pharmaceuticals Inc. (the “Issuer”). The
principal executive offices of the Issuer are located at 9605 Medical Center
Drive, Suite 300, Rockville, MD 20850.
Item
2. Identity and Background
Identity
of Each Reporting Person
This
Statement is being jointly filed on behalf of the following individuals and
entities (each, a “Reporting Person” and collectively, “Reporting Persons”),
pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange
Commission (the “SEC”) pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”):
Tang
Capital Partners, LP
Tang
Capital Management, LLC
Kevin C.
Tang
Background
of Each Reporting Person
Tang
Capital Partners, LP
The
business address of Tang Capital Partners, LP is:
4401
Eastgate Mall
San
Diego, CA 92121
Tang
Capital Partners, LP is a partnership engaged in capital
management.
Tang
Capital Management, LLC
The
business address of Tang Capital Management, LLC is:
4401
Eastgate Mall
San
Diego, CA 92121
Tang
Capital Management, LLC is a limited liability company that is the general
partner of Tang Capital Partners, LP.
Kevin C.
Tang
The
business address of Kevin C. Tang is:
4401
Eastgate Mall
San
Diego, CA 92121
Mr. Tang
is the manager of Tang Capital Management, LLC.
Information
Regarding Legal Proceedings
To the best knowledge of the Reporting
Persons, no party identified in this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such party 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
violation with respect to such laws.
Citizenship
Tang
Capital Partners, LP is a Delaware limited partnership. Tang Capital
Management, LLC is a Delaware limited liability company. Mr. Tang is
a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration
The
Reporting Persons expended an aggregate of approximately $5,935,665 to purchase
the 5,919,058 shares of the Issuer’s common stock. Such transactions were
effected in open market purchases and the common stock was acquired in the
ordinary course of business. Each purchaser used its own funds for
the purchases, none of which were borrowed or otherwise obtained from any other
source, with the exception of the shares held by Tang Capital Partners,
LP. Tang Capital Partners, LP holds its shares in commingled margin
accounts, which may extend margin credit to Tang Capital Partners, LP as and
when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and credit policies.
In such instances, the positions held in the margin accounts are pledged as
collateral security for the repayment of debit balances in the accounts. The
margin accounts may from time to time have debit balances. Since other
securities are held in the margin accounts, it is not possible to determine the
amounts, if any, of margin used to purchase the shares of common stock reported
herein.
Item
4. Purpose of Transaction
The
Reporting Persons are engaged in the investment business. The purpose
of the acquisition of the shares of the common stock of the Issuer is for
investment, and the acquisitions of such stock were made in the ordinary course
of the Reporting Persons’ business. As part of this business, the
Reporting Persons are considering a wide variety of options and strategies to
maximize the value of their investment. Such options and strategies
may include, from time to time, meetings with the Company and/or its Board of
Directors to discuss the Company's plans with respect to the
operations and strategic direction of the Issuer. At such meetings or
otherwise as the Reporting Persons consider appropriate in their sole
discretion, the Reporting Persons may suggest, discuss or take a position on
potential changes to the Issuer's business, operations, operating budget, cost
structure, strategic direction, management, governance or future plans,
including but not limited to the sale, transfer or other disposition of some or
all of the Issuer’s assets, a corporate restructuring, spin-off or other
organizational changes, as well as potential change of control or other
extraordinary transactions involving the Issuer, which may include a transaction
with the Reporting Persons. Such suggestions, discussions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Exchange Act. In
addition, the Reporting Persons may take such actions in the future with respect
to their investment in the Issuer as they deem, in their sole discretion,
advisable including, without limitation, purchasing additional shares,
nominating candidates to the Issuer’s Board of Directors, seeking to persuade
the Issuer’s Board of Directors to engage in various alternative strategies,
selling or otherwise disposing of the Reporting Persons’ shares, entering into
hedging transactions with respect to the Reporting Persons’ shares and/or
otherwise changing their intention with respect to the matters referred to in
Item 4 of Schedule 13D. Such actions may depend upon various factors
including, without limitation, the Issuer's financial and strategic direction
and position, the price performance of the Issuer's shares, general conditions
in the Issuer's industry, the economy and the securities markets, and the
availability of other investment opportunities.
Item
5.
Interest
in Securities of the Issuer
.
(a)
Amount beneficially owned
and percentage of class
:
Tang
Capital Partners, LP
|
5,619,058
shares, representing 21.1% of the class
|
Tang
Capital Management, LLC
|
5,619,058
shares, representing 21.1% of the class
|
Kevin
C. Tang
|
5,919,058
shares, representing 22.2% of the
class
|
Tang Capital Partners, LP is the record
and beneficial owner of 5,619,058 shares of the Issuer’s common stock and shares
voting and dispositive power over such securities with Tang Capital Management,
LLC and Kevin C. Tang.
Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, may be deemed to beneficially own
the 5,619,058 shares held of record by Tang Capital Partners, LP and shares
voting and dispositive power over such shares with Tang Capital Partners, LP and
Kevin C. Tang.
Kevin C.
Tang is the beneficial owner of 5,919,058 shares of the Issuer’s common stock,
comprising 5,619,058 shares held by Tang Capital Partners, LP, 217,584 shares
owned by the Haeyoung and Kevin Tang Foundation, Inc., 41,208 shares owned by
the Individual Retirement Account for the benefit of Chang L. Kong (the “Chang
IRA”), and 41,208 shares owned by the Individual Retirement Account for the
benefit of Chung W. Kong (the
“
Chung IRA”).
Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, and Kevin C. Tang, as the manager
of Tang Capital Management, LLC, may also be deemed to beneficially own the
shares beneficially owned by Tang Capital Partners, LP. The Haeyoung and Kevin
Tang Foundation, Inc. is a private foundation, for which Kevin C. Tang serves as
President and Treasurer. Mr. Tang shares voting and dispositive power over the
shares held by this foundation with Haeyoung K. Tang. Chang L. and Chung W. Kong
are Kevin C. Tang’s in-
laws and
Mr. Tang may be deemed to have shared dispositive power over the shares held in
the Chang IRA and the Chung IRA. Kevin C. Tang disclaims beneficial
ownership of all shares reported herein except to the extent of his pecuniary
interest therein. Haeyoung K. Tang is a U.S. citizen and shares her
residence with Kevin C. Tang. The Haeyoung and Kevin Tang Foundation, Inc. is a
not-for-profit corporation incorporated in the state of Delaware and its address
is 4401 Eastgate Mall, San Diego, CA 92121. Chang L. and Chung W.
Kong are retired U.S. citizens and their address is 6429 Peinado Way, San Diego,
CA 92121.
(b)
Voting and disposition
powers
:
Sole
power to vote or direct the vote:
|
|
|
Tang
Capital Partners, LP
|
0
shares
|
Tang
Capital Management, LLC
|
0
shares
|
Kevin
C. Tang
|
0
shares
|
|
|
Shared
power to vote or direct the vote:
|
|
|
|
Tang
Capital Partners, LP
|
5,619,058
shares
|
Tang
Capital Management, LLC
|
5,619,058
shares
|
Kevin
C. Tang
|
5,836,642
shares
|
|
|
Sole
power to dispose or direct the disposition:
|
|
|
|
Tang
Capital Partners, LP
|
0
shares
|
Tang
Capital Management, LLC
|
0
shares
|
Kevin
C. Tang
|
0
shares
|
|
|
Shared
power to dispose or direct the disposition:
|
|
|
|
Tang
Capital Partners, LP
|
5,619,058
shares
|
Tang
Capital Management, LLC
|
5,619,058
shares
|
Kevin
C. Tang
|
5,919,058
shares
|
(c) The
Reporting Persons have engaged in the following transactions in the Issuer’s
common stock during the last 60 days:
Entity
|
Transaction
|
Trade
Date
|
Shares
|
Price/Share
|
Tang
Capital Partners, LP
|
Purchase
|
7/28/2008
|
100,000
|
1.0600
|
Tang
Capital Partners, LP
|
Purchase
|
7/29/2008
|
740,600
|
0.8660
|
Tang
Capital Partners, LP
|
Purchase
|
7/30/2008
|
735,800
|
0.9210
|
Tang
Capital Partners, LP
|
Purchase
|
7/31/2008
|
115,726
|
0.9210
|
Tang
Capital Partners, LP
|
Purchase
|
8/1/2008
|
5,714
|
0.9300
|
Tang
Capital Partners, LP
|
Purchase
|
8/4/2008
|
5,360
|
0.9300
|
Tang
Capital Partners, LP
|
Purchase
|
8/5/2008
|
145,583
|
0.9230
|
Tang
Capital Partners, LP
|
Purchase
|
8/6/2008
|
100,000
|
0.9500
|
Tang
Capital Partners, LP
|
Purchase
|
8/7/2008
|
413,000
|
1.0250
|
Tang
Capital Partners, LP
|
Sale
|
8/13/2008
|
31,703
|
1.3000
|
Tang
Capital Partners, LP
|
Sale
|
8/14/2008
|
33,353
|
1.3000
|
Tang
Capital Partners, LP
|
Purchase
|
8/18/2008
|
1,479
|
1.0800
|
Tang
Capital Partners, LP
|
Purchase
|
8/19/2008
|
182,900
|
1.1400
|
Tang
Capital Partners, LP
|
Purchase
|
8/20/2008
|
177,100
|
1.1280
|
Tang
Capital Partners, LP
|
Purchase
|
9/9/2008
|
1,100,000
|
1.0498
|
The
Haeyoung and Kevin Tang Foundation, Inc.
|
Purchase
|
9/10/2008
|
52,000
|
1.0151
|
The
Haeyoung and Kevin Tang Foundation, Inc.
|
Purchase
|
9/11/2008
|
22,900
|
1.0471
|
The
Haeyoung and Kevin Tang Foundation, Inc.
|
Purchase
|
9/12/2008
|
56,484
|
1.0368
|
The
Haeyoung and Kevin Tang Foundation, Inc.
|
Purchase
|
9/15/2008
|
86,200
|
1.0134
|
Chang
L. Kong
|
Purchase
|
9/16/2008
|
41,208
|
0.9720
|
Chung
W. Kong
|
Purchase
|
9/16/2008
|
41,208
|
0.9720
|
Tang
Capital Partners, LP
|
Purchase
|
9/19/2008
|
1,080,852
|
0.9793
|
Tang
Capital Partners, LP
|
Purchase
|
9/22/2008
|
100,000
|
0.9988
|
Tang
Capital Partners, LP
|
Purchase
|
9/23/2008
|
80,000
|
0.9815
|
Tang
Capital Partners, LP
|
Purchase
|
9/25/2008
|
600,000
|
1.0378
|
(d) N/A.
(e) N/A.
Item
6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Reference
is made to the relationships described in Item 5(a) of this
Statement.
The
Reporting Persons have entered into a Joint Filing Agreement. See
Item 2.
Any of
the Reporting Persons may from time to time acquire or dispose of the Issuer's
securities or enter into hedging transactions with respect to the Issuer's
securities. Such acquisitions or dispositions may be made in the open
market or in privately negotiated transactions.
Item
7.
Material
to Be Filed as Exhibits
Exhibit 1:
Joint
Filing Agreement. (Filed herewith)
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
October
6, 2008
|
Tang Capital Partners,
LP
|
|
|
|
|
|
|
|
|
|
By:
|
Tang
Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/
Kevin C. Tang
|
|
|
|
Kevin
C. Tang, Manager
|
|
|
|
|
|
|
|
|
|
|
Tang Capital Management,
LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin C.
Tang
|
|
|
|
Kevin C. Tang, Manager
|
|
|
|
|
|
|
|
|
|
|
/s/
Kevin C. Tang
|
|
|
Kevin
C. Tang
|
|
|
|
|
|
|
|
|
|
Page 11 of 11
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