-----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, HW+LNDcEfEPQnfIh9KCqiEY8cZBB68NJ1LFLLJIEs1lDznFlPd5kHoJDTE8PU1Q4 xbS8md0Ba9qp6z4Bqe5W+Q== 0001013594-09-001393.txt : 20090717 0001013594-09-001393.hdr.sgml : 20090717 20090717165640 ACCESSION NUMBER: 0001013594-09-001393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090717 DATE AS OF CHANGE: 20090717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001103021 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 352089858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57907 FILM NUMBER: 09951319 BUSINESS ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 BUSINESS PHONE: 919 582 9050 MAIL ADDRESS: STREET 1: 801 CORPORATE CENTER DRIVE STREET 2: SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP DATE OF NAME CHANGE: 20000111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 bdsi13da-071709.htm JULY 17, 2009

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)*

BioDelivery Sciences International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09060J106

(CUSIP Number)

Stephen M. Schultz, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 16, 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 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 o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).

 


 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

2,665,350

8

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

2,665,350

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,665,350

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8

SHARED VOTING POWER

240,345

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

240,345

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

240,345

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International Capital Advisors Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8

SHARED VOTING POWER

240,345

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

240,345

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

240,345

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14.

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


This statement is filed with respect to the shares of the common stock, $0.001 par value (the “Common Stock”), of BioDelivery Sciences International, Inc. (the “Issuer”), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (“Elliott”), Elliott International, L.P. (“Elliott International”), and Elliott International Capital Advisers Inc. (“EICA” and collectively, the “Reporting Persons”) as of July 16, 2009 and amends and supplements the Schedule 13D filed on August 23, 2006, as amended on June 17, 2009, June 22, 2009 and July 7, 2009 (the “Schedule 13D”). Except as set forth herein, the Schedule 13D is unmodified.

ITEM 5.

Interest in Securities of the Issuer.

(a)        Elliott owns 160,230 shares of Common Stock through a wholly-owned subsidiary, The Liverpool Limited Partnership. Elliott may also be deemed to be the beneficial owner of an additional 2,505,120 shares of Common Stock beneficially owned by CDC IV, LLC consisting of warrants held by CDC IV, LLC exercisable for 2,505,120 shares of Common Stock (“Warrants”). As described in the Schedule 13D, Manchester has investment discretion with respect to the Warrants. Therefore, Elliott may be deemed to be the beneficial owner of an aggregate of 2,665,350 shares of Common Stock, constituting 12.3% of all of the outstanding shares of Common Stock.

Elliott International and EICA beneficially own an aggregate of 240,345 shares of Common Stock, constituting 1.1% of all of the outstanding shares of Common Stock.

The stock ownership reported in this paragraph (a) of Item 5 are as of July 16, 2009.

(b)        Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)        A list of the transactions in the Issuer’s Common Stock that were effected by Elliott on behalf of CDC IV during the past sixty days is attached hereto as Appendix I, except for those previously reported on this Schedule 13D. A list of the transactions in the Issuer’s Common Stock that were effected by The Liverpool Limited Partnership on its own behalf is attached hereto as Appendix II and a list of the transactions in the Issuers Common Stock that were effected by Elliott International on its own behalf are set forth on Appendix III.

(d)        Except for the the Warrants, no person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

 

(e)

Not applicable.

Item 7.

Material to Be Filed as Exhibits

The following documents are filed as exhibits:

 


Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by Manchester on behalf of CDC IV during the past sixty days except for those previously reported on this Schedule 13D.

Appendix II: List of the transactions in the Issuer’s Common Stock that were effected by The Liverpool Limited Partnership on its own behalf during the past sixty days except for those previously reported on this Schedule 13D.

Appendix III: List of the transactions in the Issuer’s Common Stock that were effected by Elliott International on its own behalf during the past sixty days except for those previously reported on this Schedule 13D.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:

July 17, 2009

 

ELLIOTT ASSOCIATES, L.P.

By:        Elliott Capital Advisors, L.P., as General Partner

By:        Braxton Associates, Inc., as General Partner

 

By:  /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL, L.P.

By:    Elliott International Capital Advisors Inc.,

as Attorney-in-Fact

 

By:  /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

 

By:  /s/  Elliot Greenberg

 

Elliot Greenberg,

Vice President

 

 

 

 


APPENDIX I

LIST OF TRANSACTIONS

Transactions Effected by Manchester on behalf of CDC IV in Common Stock during the past sixty days:

 

Date of transaction

Amount of securities

Sold

Price per share or unit (excluding commissions)

Where and how the transaction was effected

7/7/09

1,510

$6.1000

Open Market

7/7/09

1,200

$6.1100

Open Market

7/7/09

2,263

$6.1200

Open Market

7/7/09

7,335

$6.1300

Open Market

7/7/09

850

$6.1500

Open Market

7/8/09

261

$6.2500

Open Market

7/15/09

1,807

$6.0075

Open Market

7/15/09

2,700

$6.0100

Open Market

7/15/09

400

$6.0200

Open Market

7/15/09

300

$6.0050

Open Market

7/15/09

22,563

$6.000

Open Market

7/16/09

2,150

$6.0000

Open Market

7/16/09

805

$6.0200

Open Market

7/16/09

100

$6.7050

Open Market

7/16/09

11,600

$6.7500

Open Market

7/16/09

1,000

$6.7800

Open Market

7/16/09

10,800

$6.7000

Open Market

7/16/09

1,500

$6.7100

Open Market

7/16/09

1,200

$6.8300

Open Market

7/16/09

500

$6.8100

Open Market

7/16/09

700

$6.8200

Open Market

7/16/09

22,600

$6.8000

Open Market

7/16/09

10,500

$6.9000

Open Market

7/16/09

4,100

$6.8700

Open Market

7/16/09

6,500

$6.8500

Open Market

7/16/09

400

$6.8600

Open Market

7/16/09

2,600

$6.8800

Open Market

7/16/09

100

$6.9100

Open Market

7/16/09

800

$6.9400

Open Market

7/16/09

25,000

$7.0000

Open Market

7/16/09

300

$7.1350

Open Market

7/16/09

700

$7.1400

Open Market

7/16/09

2,300

$7.1600

Open Market

7/16/09

6,647

$7.1200

Open Market

7/16/09

18,472

$7.1100

Open Market

 

 


APPENDIX II

LIST OF TRANSACTIONS

Transactions Effected by The Liverpool Limited Partnership in Common Stock during the past sixty days:

 

Date of transaction

Amount of securities

Sold

Price per share or unit (excluding commissions)

Where and how the transaction was effected

7/16/09

17

$6.3700

Open Market

7/16/09

9,568

$6.5000

Open Market

7/16/09

2,800

$6.6000

Open Market

7/16/09

555

$7.1200

Open Market

7/16/09

1,460

$7.1600

Open Market

7/16/09

600

$7.1700

Open Market

 

 


APPENDIX III

LIST OF TRANSACTIONS

Transactions Effected by EICA in Common Stock during the past sixty days:

 

Date of transaction

Amount of securities

Sold

Price per share or unit (excluding commissions)

Where and how the transaction was effected

7/16/09

24

$6.3700

Open Market

7/16/09

14,353

$6.5000

Open Market

7/16/09

4,200

$6.6000

Open Market

7/16/09

833

$7.1200

Open Market

7/16/09

2,190

$7.1600

Open Market

7/16/09

900

$7.1700

Open Market

 

 

 

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