-----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, V+i2UxwzOgbYrdCgPUZi3Siy0DBRnbw2ERp8pqMLfML95mMPcWhF1IT76e6OaEQx 268h8WycCDSo1NPySraVxw== 0000905718-04-000156.txt : 20040525 0000905718-04-000156.hdr.sgml : 20040525 20040525151338 ACCESSION NUMBER: 0000905718-04-000156 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANTARES PHARMA INC CENTRAL INDEX KEY: 0001016169 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411350192 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47575 FILM NUMBER: 04829769 BUSINESS ADDRESS: STREET 1: 707 EAGLEVIEW BOULEVARD STREET 2: SUITE 414 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 610-458-6200 MAIL ADDRESS: STREET 1: 707 EAGLEVIEW BOULEVARD STREET 2: SUITE 414 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC /MN/ DATE OF NAME CHANGE: 20010604 FORMER COMPANY: FORMER CONFORMED NAME: MEDI JECT CORP /MN/ DATE OF NAME CHANGE: 19960605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XMARK ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001118481 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122478200 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SIMPSON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20000707 SC 13D/A 1 antares13dam4.txt SC13DAM4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ANTARES PHARMA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 036642106 - -------------------------------------------------------------------------------- (CUSIP Number) Mitchell D. Kaye, Manager with a copy to: Xmark Asset Management, LLC Steven E. Siesser, Esq. 152 West 57th Street Lowenstein Sandler PC 21st Floor 65 Livingston Avenue New York, New York 10019 Roseland, New Jersey 07068 (212) 247-8200 (973) 597-2506 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 24, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 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). Cusip No. 036642106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Xmark Asset Management, LLC 13-3954392 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: New York, United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * ------------------------------------------- Shares Beneficially 8. Shared Voting Power: * ------------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: * ------------------------------------------ Person With 10. Shared Dispositive Power: * ------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,819,771* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 7.0%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * The reporting person is Xmark Asset Management, LLC ("XAM"), a New York limited liability company. XAM's interest in the securities reported herein is limited to its pecuniary interest, if any, in Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"). Xmark LP is the holder of: (i) 73,255 shares (the "Xmark LP Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Antares Pharma, Inc., a Minnesota corporation (the "Company"); (ii) warrants (the "2003 Xmark LP Warrants") which, subject to certain exercise restrictions contained therein, entitle Xmark LP to purchase an aggregate of up to 238,125 shares of Common Stock at an exercise price of $1.00 per share (the "2003 Xmark LP Warrant Shares"), which exercise price is subject to adjustment as set forth in the 2003 Xmark LP Warrants; and (iii) 44,927 shares (the "Xmark LP Series D Preferred Shares") of the Company's Series D Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"). Subject to certain restrictions contained in the Company's Certificate of Designations of Series D Preferred Stock (the "Certificate of Designations"), each Xmark LP Series D Preferred Share is convertible into ten shares of Common Stock, for an aggregate of 449,270 shares of Common Stock (the "Xmark LP Conversion Shares"). Xmark Ltd is the holder of: (i) 194,906 shares of Common Stock (the "Xmark Ltd Shares," and together with the Xmark LP Shares, the "Shares"); (ii) warrants (the "2003 Xmark Ltd Warrants," and together with the 2003 Xmark LP Warrants, the "2003 Warrants") which, subject to certain exercise restrictions contained therein, entitle Xmark Ltd to purchase an aggregate of up to 511,875 shares of Common Stock at an exercise price of $1.00 per share (the "2003 Xmark Ltd Warrant Shares," and together the 2003 Xmark LP Warrant Shares, the "2003 Warrant Shares"), which exercise price is subject to adjustment as set forth in the 2003 Xmark Ltd Warrant; and (iii) 135,234 shares of Series D Preferred Stock (the "Xmark Ltd Series D Preferred Shares", and together with the Xmark LP Series D Preferred Shares, the "Preferred Shares"). Subject to certain restrictions contained in the Certificate of Designations, each Xmark Ltd Series D Preferred Share is convertible into ten shares of Common Stock, for an aggregate of 1,352,340 shares of Common Stock (the "Xmark Ltd Conversion Shares," and together with the Xmark LP Conversion Shares, the "Conversion Shares"). Prior to March 1, 2004, Xmark LP was the holder of warrants (the "Initial Xmark LP Warrants") which, subject to certain exercise restrictions contained therein, entitled Xmark LP to purchase up to an aggregate of 569,325 shares of Common Stock at an exercise price of $0.28 per share (the "Initial Xmark LP Warrant Shares"), and Xmark Ltd was the holder of warrants (the "Initial Xmark Ltd Warrants", and together with the Initial Xmark LP Warrants, the "Initial Warrants") which, subject to certain exercise restrictions contained therein, entitled Xmark Ltd to purchase an aggregate of up to 1,680,675 shares of Common Stock at an exercise price of $0.28 per share (the "Initial Xmark Ltd Warrant Shares," and together with the Initial Xmark LP Warrant Shares, the "Initial Warrant Shares"), which exercise prices are subject to adjustment as set forth in the Initial Warrants. Each of the 2003 Warrants, the Initial Warrants and the Certificate of Designations, provides that in no event shall such warrant or such Preferred Shares, be exercisable for, or convertible into, shares of Common Stock to the extent that the issuance of 2003 Warrant Shares, Initial Warrant Shares and/or Conversion Shares thereunder, taking into account the Shares, would result in the "beneficial ownership" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder) by Xmark LP, Xmark Ltd, or their affiliates, of more than 9.99% of the Common Stock (the "Issuance Limitation"). Such Issuance Limitation may be waived by Xmark LP and/or Xmark Ltd upon 61 days written notice to the Company. The Issuance Limitation with respect to the Initial Warrants was waived on December 30, 2003. As a result of that waiver, the Issuance Limitation with respect to the 2003 Warrants and the Conversion Shares is currently ineffective. On March 1, 2004, Xmark LP and Xmark Ltd fully exercised the Initial Warrants and were issued the Initial Warrant Shares. As a result, on March 1, 2004, Xmark LP became the holder of an additional 569,325 shares of Common Stock, and Xmark Ltd became the holder of an additional 1,680,675 shares of Common Stock. XAM serves as investment manager for each of Xmark LP and Xmark Ltd. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Thus, as of May 24, 2004 for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 2,819,771 shares of Common Stock, or 7.0% of the Common Stock deemed issued and outstanding as of that date. The total number of shares of Common Stock beneficially owned by XAM, including 2003 Warrant Shares and Conversion Shares is 2,819,771 or 7.0% of the outstanding shares of Common Stock as of May 24, 2004 (based upon the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004). This does not include 30,000 shares of Common Stock and Warrants to acquire 349,999 shares of Common Stock owned by Sabbatical Ventures, LLC, a Delaware limited liability company ("Sabbatical"). Nor does this include the 20,000 shares of Common Stock and warrants to acquire 700,001 shares of Common Stock owned by certain employees of XAM. Sabbatical is controlled by Mitchell D. Kaye. Mr. Kaye is Manager of XAM. XAM disclaims beneficial ownership of the securities held by these employees and by Sabbatical. Sabbatical disclaims beneficial ownership of securities beneficially owned by each of XAM, Xmark LP and Xmark Ltd. XAM acquired these shares of Common Stock and the warrants to acquire these shares of Common Stock that were distributed to its employees and to Sabbatical pursuant to an Advisory Agreement, dated as of January 15, 2003. Mr. Kaye's interest in the securities reported herein is limited to his pecuniary interest in XAM, Xmark LP, Xmark Ltd and Sabbatical, if any. Item 5. Interest in Securities of the Issuer. ------------------------------------ Based upon the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as of May 10, 2004 there were 37,943,796 shares of Common Stock issued and outstanding. As of May 24, 2004, Xmark LP and Xmark Ltd own, in aggregate, 268,161 shares of Common Stock. As of May 24, 2004, based on the December 30, 2003 waiver of the Issuance Limitation, Xmark LP and Xmark Ltd beneficially own 2,819,771 shares of Common Stock, inclusive of the aforesaid 268,161 shares of Common Stock. XAM possesses sole power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Thus, as of May 24, 2004, for the purposes of Reg. Section 240.13d-3, XAM, the investment manager for each of Xmark LP and Xmark Ltd, may be deemed to beneficially own 2,819,771 shares of Common Stock, or 7.0% of the shares of Common Stock deemed issued and outstanding as of that date. This does not include 30,000 shares of Common Stock and Warrants to acquire 349,999 shares of Common Stock owned by Sabbatical Ventures, LLC, a Delaware limited liability company ("Sabbatical"). Nor does this include the 20,000 shares of Common Stock and warrants to acquire 700,001 shares of Common Stock owned by certain employees of XAM. Sabbatical is controlled by Mitchell D. Kaye. Mr. Kaye is Manager of XAM. XAM disclaims beneficial ownership of the securities held by these employees and by Sabbatical. Sabbatical disclaims beneficial ownership of securities beneficially owned by each of XAM, Xmark LP and Xmark Ltd. XAM acquired these shares of Common Stock and the warrants to acquire these shares of Common Stock that were distributed to its employees and to Sabbatical pursuant to an Advisory Agreement, dated as of January 15, 2003. Mr. Kaye's interest in the securities reported herein is limited to his pecuniary interest in XAM, Xmark LP, Xmark Ltd and Sabbatical, if any. In addition to the transactions described above, the following table details the transactions effected since the filing of the Schedule 13D Amendment No. 3 in Common Stock, or securities convertible into, exercisable for or exchangeable for Common Stock, by XAM or any person or entity controlled by XAM or any person or entity for which XAM possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction). I. Xmark LP ------------ (Purchases) NONE (Sales) Date Quantity Price Per Share ---- -------- --------------- May 17, 2004 3,415 $0.94 May 19, 2004 40,976 $0.83 May 24, 2004 562,219 $0.95 II. Xmark Ltd -------------- (Purchases) NONE (Sales) Date Quantity Price Per Share ---- -------- --------------- May 17, 2004 9,085 $0.94 May 19, 2004 109,024 $0.83 May 24, 2004 1,495,863 $0.95 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. May 25, 2004 XMARK ASSET MANAGEMENT, LLC /s/ Mitchell D. Kaye ------------------------------------ Mitchell D. Kaye, Manager Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----