-----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, PSbvMUjL0SsduiWLLp2AAIGgZmL7rj4rdH4HcVnekMJ01EOCNLF43nxSgVkbP4iv TP6xzpntFDQ+lz5x3Vazdg== 0000947871-06-000970.txt : 20060518 0000947871-06-000970.hdr.sgml : 20060518 20060518111511 ACCESSION NUMBER: 0000947871-06-000970 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060518 DATE AS OF CHANGE: 20060518 GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED CAPITAL LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOV PHARMACEUTICAL INC CENTRAL INDEX KEY: 0001066833 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223374365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78237 FILM NUMBER: 06850930 BUSINESS ADDRESS: STREET 1: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019680980 MAIL ADDRESS: STREET 1: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED CAPITAL LLC CENTRAL INDEX KEY: 0001157524 IRS NUMBER: 134133323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127396400 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da_051706-dov.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION - -------------------------------------------------------------------------------- Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) DOV PHARMACEUTICAL, INC. ------------------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 259858108 --------- (CUSIP Number) Samuel D. Isaly OrbiMed Advisors LLC OrbiMed Capital LLC 767 Third Avenue New York, NY 10010 Telephone: (212) 739-6400 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Paul Schreiber, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 May 16, 2006 ------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box |_|. Check the following box if a fee is being paid with this Statement |_|. CUSIP No. 259858108 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Samuel D. Isaly ----------------------------------------------------------------------- ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) -------------------------------------------------------------------- |_| (b) -------------------------------------------------------------------- -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ----------------------------------------------------------------------- (4) Source of Funds (See Instructions) AF ------------------------------------- ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ----------------------------------------------------------------------- (6) Citizenship or Place of Organization United States ---------------------------------- ----------------------------------------------------------------------- - ------------------- Number of (7) Sole Voting Power 0 Shares --------------------- Beneficially -------------------------------------- Owned by (8) Shared Voting Power 817,400 Each ------------------- Reporting -------------------------------------- Person With (9) Sole Dispositive Power 0 ---------------- - -------------------- -------------------------------------- (10) Shared Dispositive Power 817,400 -------------- -------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 817,400 ---------- ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.11% --------------------- ----------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) HC ---------------------------- 2 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person OrbiMed Advisors LLC ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) -------------------------------------------------------------------- |_| (b) -------------------------------------------------------------------- -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ----------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC ------------------------------------- ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ----------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware ---------------------------------- ----------------------------------------------------------------------- - ------------------- Number of (7) Sole Voting Power 0 Shares --------------------- Beneficially -------------------------------------- Owned by (8) Shared Voting Power 817,400 Each ------------------- Reporting -------------------------------------- Person With (9) Sole Dispositive Power 0 ---------------- - -------------------- -------------------------------------- (10) Shared Dispositive Power 817,400 -------------- -------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 817,400 ---------- ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.11% --------------------- ----------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IA ---------------------------- 3 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person OrbiMed Capital LLC ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) |_| (a) -------------------------------------------------------------------- |_| (b) -------------------------------------------------------------------- -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ----------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC ------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ----------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware ---------------------------------- ----------------------------------------------------------------------- - ------------------- Number of (7) Sole Voting Power 0 Shares --------------------- Beneficially -------------------------------------- Owned by (8) Shared Voting Power 817,400 Each ------------------- Reporting -------------------------------------- Person With (9) Sole Dispositive Power 0 ---------------- - -------------------- -------------------------------------- (10) Shared Dispositive Power 817,400 -------------- -------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 817,400 ---------- ----------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.11% --------------------- ----------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IA ---------------------------- 4 Item 1. Security and Issuer. ------------------- The class of equity securities to which this statement on Schedule 13D relates is the Common Stock (the "Shares") of DOV Pharmaceutical, Inc. (the "Issuer"), with its principal executive offices located at 433 Hackensack Avenue, Hackensack, NJ 07601. Item 2. Identity and Background. ----------------------- (a) This statement is being filed by Samuel D. Isaly, an individual ("Isaly"), and by OrbiMed Advisors LLC and OrbiMed Capital LLC, limited liability companies organized under the laws of Delaware. Isaly is a control person with respect to OrbiMed Advisers LLC and OrbiMed Capital LLC (these three persons collectively, the "OrbiMed persons"). (b)-(c) OrbiMed Advisors LLC is a registered investment adviser under the Investment Advisers Act of 1940, as amended that acts as investment adviser or general partner to certain clients that hold Shares of the Issuer, as more particularly described in Item 6 below. OrbiMed Advisors LLC has its principal offices at 767 Third Avenue, New York, NY 10017. OrbiMed Capital LLC is a registered investment adviser under the Investment Advisers Act of 1940, as amended that acts as investment adviser or general partner to certain limited partnerships as more particularly described in Item 6 below. OrbiMed Capital has its principal offices at 767 Third Avenue, New York, NY 10017. Isaly, a natural person, owns a controlling interest in OrbiMed Advisors LLC and OrbiMed Capital LLC. The directors and executive officers of OrbiMed Advisors LLC and OrbiMed Capital LLC are set forth on Schedules I and II, respectively, attached hereto. Each of these schedules sets forth the following information with respect to each such person: (i) name; (ii) business address (or residence address where indicated); (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d)-(e) During the last five years, neither the Reporting Persons nor any Person named in any of the Schedules hereto have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. 5 (f) Isaly is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On May 16, 2006, OrbiMed Advisors LLC and OrbiMed Capital LLC, under the respective investment advisory contracts and limited partnership or limited liability company agreements with or relating to, as the case may be, Caduceus Private Investments, LP, OrbiMed Associates LLC and UBS Juniper Crossover Fund L.L.C., as more particularly referred to in Item 6 below, caused these clients to dispose of 817,771 Shares of the Issuer. As a result of their common control and/or mutual affiliation, the Reporting Persons were the beneficial owners of approximately 5.11% of the outstanding Shares of the Issuer.(1) Item 4. Purpose of Transaction. ---------------------- As described more fully in Item 3 above, this statement relates to the acquisition of Shares by the Reporting Persons. The Shares acquired by the Reporting Persons have been acquired for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business on behalf of their respective advisory clients. The OrbiMed persons have been granted the right to nominate a representative to the Board of Directors (the "Board") of the Issuer, and have nominated to that position Jonathan T. Silverstein, an officer of OrbiMed Advisors LLC and OrbiMed Capital LLC. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer's Shares or otherwise, they may acquire shares of common stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. - ---------------------- (1) Calculated in accordance with the provisions of Rule 13d-1(j) and Rule13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934. Additionally, the Reporting Persons previously entered into a Warrant Purchase Agreement on July 3, 2003 for the purchase of 392,857 Shares of the Issuer, exercisable immediately and for the duration of three years. 6 Except as set forth above, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(b) The Reporting Persons may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 817,400 Shares. Based upon information contained in the most recent available filing by the Issuer with the SEC, such Shares constitute approximately 5.11% of the issued and outstanding Shares. Pursuant to the terms of the limited liability company agreement of each of OrbiMed Advisors LLC and OrbiMed Capital LLC, Isaly owns a controlling interest in the outstanding limited liability company interests of each OrbiMed entity. As a result, Isaly, collectively with OrbiMed Advisors LLC and OrbiMed Capital LLC, shares power to direct the vote and to direct the disposition of the 817,400 Shares. (c) Except as disclosed in Item 3, the Reporting Persons have not effected any transaction in the Securities during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. - ----------------------------------- In addition to the relationships between the Reporting Persons described in Item 5, OrbiMed Capital LLC is the general partner of Caduceus Private Investments, LP ("Caduceus"), a private equity fund, pursuant to the terms of its limited partnership agreement. OrbiMed Advisors LLC acts as managing member of OrbiMed Associates LLC ("Associates") pursuant to the terms of its limited liability company agreement. OrbiMed Advisors LLC, through a joint venture with UBS Fund Advisor, L.L.C. entitled UBS Juniper Management, L.L.C., acts as investment manager of UBS Juniper Crossover Fund L.L.C. ("Juniper"), a registered investment company, pursuant to the terms of the UBS Juniper Crossover Fund, L.L.C. investment advisory agreement. Pursuant to these agreements and relationships, OrbiMed Advisors LLC and OrbiMed Capital LLC have discretionary investment management authority with respect to the assets of Caduceus, Associates and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Associates and Juniper, including the 7 total 817,400 Shares of the Issuer held by Caduceus, Associates and Juniper. As noted above under Item 4, Jonathan T. Silverstein, an officer of OrbiMed Advisors LLC and OrbiMed Capital LLC, has been nominated to the Board of Directors of the Issuer and, accordingly, the Reporting Persons may have the ability to effect and influence control of the Issuer. Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies. Item 7. Materials to be filed as Exhibits. Exhibit Description - ------- ----------- A. Limited Partnership Agreement of Caduceus Private Investments, LP, together with the First Amendment to the Limited Partnership Agreement, and the Second Amendment to the Limited Partnership Agreement (incorporated by reference to Exhibit A to Schedule D filed on July 16, 2003). B. Limited Liability Company Agreement of OrbiMed Associates LLC (incorporated by reference to Exhibit B to Schedule D filed on July 16, 2003). C. Investment Advisory Agreement between PW Juniper Management, LLC and UBS Juniper Crossover Fund, LLC (incorporated by reference to Exhibit C to Schedule D filed on July 16, 2003). D. Joint Filing Agreement among Samuel D. Isaly, OrbiMed Advisors LLC, OrbiMed Capital LLC and OrbiMed Advisors Inc. (filed herewith) 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 17, 2006 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly --------------------------- Name: Samuel D. Isaly 8 Title: Managing Partner OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Partner By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Schedule I The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC and OrbiMed Capital LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has as a business address 767 Third Avenue, New York, NY 10017. ============================================================================= Position with Reporting Name Person Principal Occupation - ----------------------------------------------------------------------------- Samuel D. Isaly Managing Partner Partner OrbiMed Advisors LLC - ----------------------------------------------------------------------------- Michael Sheffery Partner Partner OrbiMed Advisors LLC - ----------------------------------------------------------------------------- Carl L. Gordon Partner Partner OrbiMed Advisors LLC - ----------------------------------------------------------------------------- Sven Borho Partner Partner German and Swedish Citizen OrbiMed Advisors LLC - ----------------------------------------------------------------------------- Jonathan T. Silverstein Partner Partner OrbiMed Advisors LLC - ----------------------------------------------------------------------------- Eric A. Bittelman Chief Financial Officer CFO/CCO and Chief Compliance OrbiMed Advisors LLC Officer ============================================================================= 9 Schedule II ============================================================================= Position with Reporting Name Person Principal Occupation - ----------------------------------------------------------------------------- Samuel D. Isaly Managing Partner Partner OrbiMed Capital LLC - ----------------------------------------------------------------------------- Michael Sheffery Partner Partner OrbiMed Capital LLC - ----------------------------------------------------------------------------- Carl L. Gordon Partner Partner OrbiMed Capital LLC - ----------------------------------------------------------------------------- Sven Borho Partner Partner German and Swedish Citizen OrbiMed Capital LLC - ----------------------------------------------------------------------------- Jonathan T. Silverstein Partner Partner OrbiMed Advisors LLC - ---------------------------------------------------------------------------- Eric A. Bittelman Chief Financial Officer CFO/CCO And Chief Compliance OrbiMed Capital LLC Officer ============================================================================= 10 EXHIBIT INDEX - -------------------------------------------------------------------------------- Exhibit Description - -------------------------------------------------------------------------------- A. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital LLC, and Samuel D. Isaly - -------------------------------------------------------------------------------- Exhibit A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated May 16, 2006 (the "Schedule 13D"), with respect to the Common Stock, par value $.01 per share, of DOV Pharmaceutical, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of May, 2006. OrbiMed Advisors LLC By: /s/ Samuel D. Isaly -------------------------- Name: Samuel D. Isaly Title: Managing Partner OrbiMed Capital LLC By: /s/ Samuel D. Isaly -------------------------- Name: Samuel D. Isaly Title: Managing Partner By: /s/ Samuel D. Isaly -------------------------- Name: Samuel D. Isaly 11 -----END PRIVACY-ENHANCED MESSAGE-----