-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HnYBuAkGblmepWQrQkuzfMyLcDLQdw/uGTaBAWnW4TRPnpzJsWtfD/Bsg+TCC5rP dt44/lVbFYt8O79YCwcsVw== 0001104659-07-006934.txt : 20070202 0001104659-07-006934.hdr.sgml : 20070202 20070202170759 ACCESSION NUMBER: 0001104659-07-006934 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARADIGM CORP CENTRAL INDEX KEY: 0001013238 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943133088 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46237 FILM NUMBER: 07577339 BUSINESS ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5102659000 MAIL ADDRESS: STREET 1: 3929 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 a07-3415_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

 

Aradigm Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

038505301

(CUSIP Number)

January 25, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

Page 1 of 8 pages




 

 

CUSIP No. 038505301

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,310,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,310,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,310,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

Page 2 of 8 pages




 

CUSIP No. 038505301

 

 

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 (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
5,310,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
5,310,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,310,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

Page 3 of 8 pages




 

CUSIP No. 038505301

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KEVIN C. TANG

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
742,500

 

6.

Shared Voting Power
5,310,000

 

7.

Sole Dispositive Power
742,500

 

8.

Shared Dispositive Power
5,520,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,262,500

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

Page 4 of 8 pages




 

Item 1.

 

(a)

Name of Issuer
Aradigm Corporation, a California corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
3929 Point Eden Way, Hayward, California 94545

 

Item 2.

 

(a)

Name of Person Filing
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.

 

(b)

Address of Principal Business Office or, if none, Residence
4401 Eastgate Mall, San Diego, CA 92121

 

(c)

Citizenship
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

 

(d)

Title of Class of Securities
Common Stock, no par value per share (the “Common Stock”)

 

(e)

CUSIP Number
038505301

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

Page 5 of 8 pages




 

(c)

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Tang Capital Partners.  Tang Capital Partners is the record and beneficial owner of 5,310,000 shares of Common Stock and shares voting and dispositive power over such securities with Tang Capital Management and Kevin C. Tang.

Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 5,310,000 shares held of record by Tang Capital Partners and shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang.

Kevin C. Tang.  Kevin C. Tang may be deemed to beneficially own 6,262,500 shares of the Issuer’s Common Stock, comprising:

·      5,310,000 shares owned of record by Tang Capital Partners, for which Tang Capital Management, of which Mr. Tang is manager, serves as general partner.  Mr. Tang shares voting and dispositive power over such shares with Tang Capital Management and Tang Capital Partners.

·       70,000 shares owned by Kevin C. Tang’s Individual Retirement Account. Mr. Tang has sole voting and dispositive power over such shares.

·      200,000 shares owned by the Tang Family Trust, for which Mr. Tang serves as trustee.  Mr. Tang has sole voting and dispositive power over such shares.

·      100,000 shares owned by Julian K. Tang under the Uniform Transfers to Minors Act (“UTMA”), for which Mr. Tang serves as trustee.  Mr. Tang has sole voting and dispositive power over such shares.

·      120,000 shares owed by Justin L. Tang under the UTMA, for which Mr. Tang serves as trustee.  Mr. Tang has sole voting and dispositive power over such shares.

·      50,000 shares owned by the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as trustee and is a participant.  Mr. Tang has sole voting and dispositive power over such shares.

·      202,500 shares owned by The Haeyoung and Kevin Tang Foundation, Inc., for which Mr. Tang serves as President and Treasurer.  Mr. Tang has sole voting and dispositive power over such shares.

·      30,000 shares owned by the Individual Retirement Account for the benefit of Chang L. Kong (the “Chang IRA”) and 30,000 shares owned by the Individual Retirement Account for the benefit of Chung W. Kong (the “Chung IRA”).  Mr. Tang may be deemed to have shared dispositive power over the shares held in the Chang IRA and Chung IRA.

·       150,000 shares owned by Joan M. Lamb.  Mr. Tang may be deemed to have shared dispositive power over the shares held by Joan M. Lamb.

Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.

 

(b)

Percent of class:   

Tang Capital Partners                    &nbs p;                9.8%

Tang Capital Management                            9.8%

Kevin C. Tang                                                11.6%

 

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

Tang Capital Partners                         0 shares

Tang Capital Management                 0 shares

Kevin C. Tang                                      742,500 shares

 

 

(ii)

Shared power to vote or to direct the vote    

Tang Capital Partners                         5,310,000 shares

Tang Capital Management                5,310,000 shares

Kevin C. Tang                                     5,310,000 shares

 

Page 6 of 8 pages




 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

Tang Capital Partners                         0 shares

Tang Capital Management                0 shares

Kevin C. Tang                                     742,500 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Tang Capital Partners                         5,310,000 shares

Tang Capital Management                5,310,000 shares

Kevin C. Tang                                     5,520,000 shares

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 7 of 8 pages




Signature

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.

Date: February 2, 2007

 

 

TANG CAPITAL PARTNERS, LP

 

By: Tang Capital Management, LLC, its General Partner

 

 

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 8 of 8 pages



EX-99.1 2 a07-3415_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

 

     In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value, of Aradigm Corporation and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

 

Date: February 2, 2007

TANG CAPITAL PARTNERS, LP,

 

 

 

By:   Tang Capital Management, LLC

 

Its:   General Partner

 

 

 

By:  

/s/ Kevin C. Tang

 

 

Name:   Kevin C. Tang

 

 

Title:   Manager

 

 

 

TANG CAPITAL MANAGEMENT, LLC

 

 

 

By:  

/s/ Kevin C. Tang

 

 

Name:  Kevin C. Tang

 

 

Title:  Manager

 

 

 

 

 

/s/ Kevin C. Tang

 

 

Name:   Kevin C. Tang

 

 

 

 



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