Schedule 13G

-----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, SfhiMesHD+xIL0BxHSb6lqZvlJZuad9qwSDt4lnOXkbxLHdytTnhqt8zZf2FtzZN +sedvR1agFv8DGmTbEuunA== 0001193125-05-026521.txt : 20050211 0001193125-05-026521.hdr.sgml : 20050211 20050211123611 ACCESSION NUMBER: 0001193125-05-026521 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: CHRISTOPHER C. GRISANTI GROUP MEMBERS: VANCE C. BROWN GROUP MEMBERS: WILLIAM G. SPEARS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53811 FILM NUMBER: 05596504 BUSINESS ADDRESS: STREET 1: 555 LONG WHARF DRIVE STREET 2: 11TH FL CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2034013330 MAIL ADDRESS: STREET 1: 555 LONG WHARF DRIVE CITY: NEW HAVEN STATE: CT ZIP: 06511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPEARS GRISANTI & BROWN LLC CENTRAL INDEX KEY: 0001105468 IRS NUMBER: 061547047 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-218-5300 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )¹

Curagen Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23126R101

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

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

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ 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).


Cusip No. 23126R101		13G		Page 2 of 9 pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Spears Grisanti & Brown LLC 06-1547047
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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

6. Shared Voting Power

4,597,977

7. Sole Dispositive Power

8. Shared Dispositive Power

4,597,977


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,977 Shares of Common Stock
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%
12.	Type of Reporting Person (See Instructions) IA


Cusip No. 23126R101		13G		Page 3 of 9 pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William G. Spears
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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

None

6. Shared Voting Power

4,597,977

7. Sole Dispositive Power

None

8. Shared Dispositive Power

4,597,977


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,977 Shares of Common Stock
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%
12.	Type of Reporting Person (See Instructions) IN


Cusip No. 23126R101		13G		Page 4 of 9 pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Vance C. Brown
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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

None

6. Shared Voting Power

4,597,977

7. Sole Dispositive Power

None

8. Shared Dispositive Power

4,597,977


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,977 Shares of Common Stock
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%
12.	Type of Reporting Person (See Instructions) IN


Cusip No. 23126R101		13G		Page 5 of 9 pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Christopher C. Grisanti
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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

None

6. Shared Voting Power

4,597,977

7. Sole Dispositive Power

None

8. Shared Dispositive Power

4,597,977


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,977 Shares of Common Stock
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%
12.	Type of Reporting Person (See Instructions) IN


Cusip No. 23126R101		13G		Page 6 of 9 pages

Schedule 13G

Common Stock, Par Value $0.01

CUSIP No. 23126R101

Item 1

(a)

Name of Issuer:

Curagen Corporation

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

555 Long Wharf Drive

11^th Floor

New Haven, CT 06511-5901

Item 2

(a)

Name of Person filing:

The following “Reporting Persons”:

Spears Grisanti & Brown LLC (“SGB”)

William G. Spears

Vance C. Brown

Christopher C. Grisanti

Item 2

(b)

Address of Principal Business Office or, if None, Residence:

c/o Spears Grisanti & Brown LLC

45 Rockefeller Plaza

New York, NY 10111

Item 2

(c)

Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

Item 2

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2

(e)

CUSIP Number:

23126R101

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:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Cusip No. 23126R101		13G		Page 7 of 9 pages



Item 4		Ownership.

		The 4,597,977 shares reported as beneficially owned by SGB includes 87,400 shares held by SGB Simurgh Master Fund Ltd. (“SGB Ltd.”). Messrs. Spears, Brown and Grisanti are the Managers of SGB, which is a Delaware limited liability company. SGB is the Investment Manager for SGB Ltd., which is a Bermuda exempted mutual fund company.

		The approximate percentages of shares of common stock reported as beneficially owned by the Reporting Persons are based upon 50,124,088 shares outstanding on October 29, 2004, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004.

		Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each Reporting Person.

		The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of common stock or securities convertible into or exercisable for common stock other than any shares or other securities reported herein as being directly owned by it or him, as the case may be. Each of the Reporting Persons states that it or he, as the case may be, is included in this filing solely for the purpose of presenting information with respect to the beneficial ownership of the shares of common stock and disclaims any knowledge, except as hereinafter expressly set forth, as to any statements made herein on behalf of any other Reporting Person. Each Reporting Person is signing this statement only as to information with respect to, or furnished by, such Reporting Person, and makes no representation as to information furnished by any other Reporting Person.

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: ¨

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 acquired and are held in the ordinary course of business and 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.


Cusip No. 23126R101		13G		Page 8 of 9 pages

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.

Signature:

Dated: February 11, 2005

Entities:

Spears Grisanti & Brown LLC


By:		/s/ Vance C. Brown
		Vance C. Brown, as
		Manager for the
		above-listed entity

Individuals:

William G. Spears

Vance C. Brown

Christopher C. Grisanti


By:		/s/ Vance C. Brown
		Vance C. Brown,
		Individually and as
		Attorney-in-fact for the
		above-listed individuals


Cusip No. 23126R101		13G		Page 9 of 9 pages

INDEX TO EXHIBITS


EXHIBIT A		Agreement of Reporting Persons

EXHIBIT B		Power of Attorney

EXHIBIT A

Agreement of Reporting Persons

Each of the undersigned hereby agrees that the Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Curagen Corporation has been filed on behalf of the undersigned.

Signature:

Dated: February 11, 2005

Entities:

Spears Grisanti & Brown LLC


By:		/s/ Vance C. Brown
		Vance C. Brown, as
		Manager for the
		above-listed entity

Individuals:

William G. Spears

Vance C. Brown

Christopher C. Grisanti


By:		/s/ Vance C. Brown
		Vance C. Brown,
		Individually and as
		Attorney-in-fact for the
		above-listed individuals

EXHIBIT B

Power of Attorney

The undersigned hereby make, constitute and appoint Vance C. Brown and Christopher C. Grisanti, acting jointly or individually, with full power of substitution, the true and lawful attorneys-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of Curagen Corporation, a Delaware corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deem(s) necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

Dated: February 11, 2005


Spears Grisanti & Brown LLC

By:		/s/ Vance C. Brown
		Vance C. Brown, as
		Manager for the
		above-listed entity

/s/ William G. Spears
William G. Spears

/s/ Vance C. Brown
Vance C. Brown

/s/ Christopher C. Grisanti
Christopher C. Grisanti

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