- Amended Statement of Beneficial Ownership (SC 13D/A)
19 2월 2009 - 2:54AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2 )*
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)
|
February 13, 2009
|
(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 10
|
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
3,665,852
|
Each
Reporting
Person
With
|
9
|
|
|
10
|
Shared
Dispositive Power
3,665,852
|
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)
13.8%
|
14
|
Type
of Reporting Person
PN
|
CUSIP
No. 921659108
|
13D
|
Page 3
of 10
|
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
|
|
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)
13.8%
|
14
|
Type
of Reporting Person
OO
|
CUSIP
No. 921659108
|
13D
|
Page 4
of 10
|
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)
14.9%
|
14
|
Type
of Reporting Person
IN
|
Explanatory Note
:
This
Amendment No. 2 relates to and amends the Statement of Beneficial Ownership on
Schedule 13D of Tang Capital Partners, LP, a Delaware partnership, Tang Capital
Management, LLC, a Delaware limited liability company and Kevin C. Tang, a
United States citizen (each, a “Reporting Person” and collectively, the
“Reporting Persons”), initially filed jointly by the Reporting Persons with the
Securities and Exchange Commission on October 6, 2008 and amended on November
17, 2008 (the “Statement”), with respect to the Common Stock, $0.001 par value
(the “Common Stock”), of Vanda Pharmaceuticals Inc., a Delaware corporation (the
“Issuer”).
Items
3, 4, 5 and 7 of the Statement are hereby amended to the extent hereinafter
expressly set forth. All capitalized terms used and not expressly
defined herein have the respective meanings ascribed to such terms in the
Statement.
Item
3. Source and Amount of Funds or Other Consideration
Item 3 of
the Statement is hereby amended to add the following:
Since
the date of the last filing on Schedule 13D, on November 20, 2008, Tang Capital
Partners, LP purchased 145,000 shares of Vanda Pharmaceuticals Inc.’s common
stock through the open market for $0.7278 per share.
In the
past, Tang Capital Partners, LP has held some of its shares in commingled margin
accounts, which extended 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 were pledged as
collateral security for the repayment of debit balances in the accounts. The
margin accounts may have from time to time had debit balances. Since other
securities were 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. As of the date of this letter, no shares of Common Stock are
held in margin accounts or otherwise pledged as security.
Item
4. Purpose of Transaction
Item 4
of the Statement is hereby amended and restated in its entirety as
follows:
The
Reporting Persons are engaged in the investment business. The purpose
of the acquisition of the shares of the Common Stock is for investment, and the
acquisitions of such stock were made in the ordinary course of the Reporting
Persons’ businesses.
Since
the date of the last filing on Schedule 13D, Kevin C. Tang has continued to have
discussions with the Issuer and its Board of Directors in regards to the
strategic direction of the Issuer. Mr. Tang has
expressed his opinion and
proposed to
the Issuer and its Board of Directors that in order to maximize value for all
Stockholders, the Issuer must cease operations immediately, liquidate the
Issuer’s assets and distribute all remaining capital to the
Stockholders.
Since
the Issuer continues to operate as of the date of this filing and has not
publicly announced any plan of liquidation and dissolution, the Reporting
Persons believe the Issuer’s Board of Directors has rejected their proposal to
immediately cease all operations, liquidate the Issuer’s assets and distribute
all remaining capital to the stockholders.
In
light of the foregoing, and in order to preserve and maximize the diminishing
value of the Issuer’s assets for the benefit of all Stockholders, the Reporting
Persons determined to nominate certain individuals to be elected to the Issuer’s
Board of Directors at the 2009 Annual Meeting of Stockholders, and propose
certain resolutions to the Issuer’s Stockholders, as discussed in more detail
below.
On
February 13, 2009, Tang Capital Partners, LP delivered a letter (the “Letter”)
to the Nominating and Governance Committee of the Issuer recommending the
following individuals (the “Nominees”) as nominees for election to the Issuer’s
Board of Directors at the 2009 Annual Meeting of
Stockholders:
Kevin
C. Tang
Andrew
D. Levin, M.D., Ph.D.
On the
same date, Tang Capital Partners, LP also delivered a notice (the “Notice”) to
the Issuer of its intention to take the following actions at the 2009 Annual
Meeting of Stockholders, or any other meetings of stockholders held in lieu
thereof, and any adjournments, postponements, reschedulings or continuations
thereof:
(1)
nominate the Nominees as candidates for election to the Issuer’s Board of
Directors;
(2)
propose resolutions of the stockholders of the Issuer to amend the Bylaws to (i)
provide that the Issuer’s Annual Meetings of Stockholders for each year
commencing in 2010 be held on April 30th or, if April 30th is not a business
day, on the first business day following April 30th and (ii) provide that
certain matters requiring the approval of the Issuer’s Board of Directors
require a unanimous vote for such approval; and
(3)
propose resolutions of the stockholders of the Issuer to request that the Board
of Directors promptly take all necessary action to swiftly and orderly liquidate
the Issuer’s remaining assets and return all remaining capital to the Issuer’s
stockholders.
In
connection with such recommendation and notice, and in full compliance with the
requirements of Section 2.7 of the Issuer’s bylaws, Tang Capital Partners, LP
provided the Issuer with certain information about each
nominee. Copies of the Letter and the Notice are filed as Exhibit 2
and Exhibit 3 to this Statement, respectively, and incorporated by reference
herein.
The
Reporting Persons have requested to inspect stockholder records of the Issuer
pursuant to the Delaware General Corporation Law and may submit a request letter
to the Issuer pursuant to Rule 14a-7 of the Exchange Act, requesting the
Issuer’s stockholder list and security position listings to determine if it is
necessary to disseminate solicitation materials to the holders of the Common
Stock and for use in any such solicitation.
The
Reporting Persons intend to continue to have discussions with the Issuer, its
management, other stockholders of the Issuer or other relevant parties and may
exchange information with such parties. In such discussions, the
Reporting Persons may suggest, discuss or take a position on potential changes
to the Issuer's business, operations, operating budget, cost structure,
management, personnel, strategic direction or future plans, including but not
limited to the composition of the Issuer’s Board, the sale, transfer or other
disposition of some or all of the Issuer’s assets, a corporate restructuring,
spin-off or other organizational changes. 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 advisable
including, without limitation, purchasing additional shares, disposing shares
and/or otherwise changing their intention with respect to the matters referred
to in Item 4 of Schedule 13D. Such actions will 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.
Except
as set forth herein, the Reporting Persons do not have any present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item
5.
Interest
in Securities of the Issuer
.
Item 5 of
the Statement is hereby amended and restated in its entirety as
follows:
(a)
|
Amount beneficially
owned and percentage of class:
|
|
|
|
|
Tang Capital Partners,
LP
|
3,665,852 shares,
representing 13.8% of the
class
|
|
Tang
Capital Management, LLC
|
3,665,852 shares,
representing 13.8% of the
class
|
|
Kevin C. Tang
|
3,965,852 shares,
representing 14.9% of the
class
|
Tang
Capital Partners, LP is the beneficial owner of 3,665,852 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 3,665,852 shares beneficially owned 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 3,965,852 shares of the Issuer’s common
stock, comprising 3,665,852 shares beneficially owned 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. The Haeyoung and Kevin Tang Foundation, Inc. is a
not-for-profit corporation incorporated in the state of
Delaware. Haeyoung K. Tang is a U.S. citizen. Chang L. and Chung W.
Kong are retired U.S. citizens. The mailing address of all of the
foregoing persons and entities is c/o Tang Capital Management, LLC, 4401
Eastgate Mall, 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
|
3,665,852 shares
|
Tang
Capital Management, LLC
|
3,665,852 shares
|
Kevin
C. Tang
|
3,883,436 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
|
|
Tang
Capital Management, LLC
|
|
Kevin
C. Tang
|
3,965,852 shares
|
(c)
Other
than the purchases described in Item 3, none of Kevin C. Tang, Tang Capital
Partners, LP and Tang Capital Management, LLC have effected any transaction in
the Issuer’s common stock within the last 60 days.
(d) N/A.
(e) N/A.
Item
7. Material to Be Filed as Exhibits
Item 7
of the Statement is hereby amended to add the following:
Exhibit
2
|
February
13, 2009
Recommendations
for Candidates for Election as Directors at the 2009 Annual Meeting of
Stockholders of Vanda Pharmaceuticals Inc.
|
|
|
Exhibit
3
|
February
13, 2009
Stockholder’s
Notice of Nomination of Persons for Election as Directors and Other
Proposed Business at the 2009 Annual Meeting of Stockholders of Vanda
Pharmaceuticals Inc.
|
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.
February 18,
2009
|
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 10 of
10
Vanda Pharmaceuticals (NASDAQ:VNDA)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Vanda Pharmaceuticals (NASDAQ:VNDA)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024