sc13d

0000950134-07-004912.txt : 20070306 0000950134-07-004912.hdr.sgml : 20070306 20070306170347 ACCESSION NUMBER: 0000950134-07-004912 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 GROUP MEMBERS: HOWARD GOLDEN GROUP MEMBERS: KEVIN WYMAN GROUP MEMBERS: SOUTHPAW ASSET MANAGEMENT LP GROUP MEMBERS: SOUTHPAW HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LARGE SCALE BIOLOGY CORP CENTRAL INDEX KEY: 0001108951 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770154648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1121 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60663 FILM NUMBER: 07675489 BUSINESS ADDRESS: STREET 1: 3333 VACA VALLEY PKWY STREET 2: STE 1000 CITY: VACAVILLE STATE: CA ZIP: 95688 BUSINESS PHONE: 7074465501 MAIL ADDRESS: STREET 1: 3333 VACA VALLEY PARKWAY SUITE 1000 CITY: VACAVILLE STATE: CA ZIP: 95688 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpaw Credit Opportunity Master Fund, L.P. CENTRAL INDEX KEY: 0001385743 IRS NUMBER: 980461235 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203.862.6200 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 d44324sc13d.htm SCHEDULE 13D sc13d

h SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Large Scale Biology Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

517053203

(CUSIP NUMBER)

Southpaw Asset Management LP
Four Greenwich Office Park
Greenwich, CT 06831
(203) 862.6206

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

— with copies to —

Eliot D. Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

February 27, 2007

(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 þ.

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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 517053203		13D


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

	Southpaw Credit Opportunity Master Fund LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC

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

				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			738,833

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH			738,833

		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	738,833

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON*

	PN



*		SEE INSTRUCTIONS BEFORE FILLING OUT

Page 2 of 13


CUSIP No. 517053203		13D


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

	Southpaw Asset Management LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC

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

				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			738,833

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH			738,833

		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	738,833

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON*

	PN

Page 3 of 13


CUSIP No. 517053203		13D


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

	Southpaw Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC

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

				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			738,833

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH			738,833

		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	738,833

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON*

	OO

Page 4 of 13


CUSIP No. 517053203		13D


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

	Kevin Wyman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC

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

				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			738,833

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH			738,833

		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	738,833

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON*

	IN

Page 5 of 13


CUSIP No. 517053203		13D


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

	Howard Golden

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC

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

				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			738,833

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH			738,833

		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	738,833

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	11.5%

14	TYPE OF REPORTING PERSON*

	IN

Page 6 of 13

SCHEDULE 13D

This Schedule 13D (the “Schedule 13D”) relates to shares of common stock, $0.001 par value (“Common Stock”), of Large Scale Biology Corporation (the “Issuer”), and is being filed on behalf of (i) Southpaw Credit Opportunity Master Fund LP (“Fund”), a Cayman Islands limited partnership, as the holder of the shares of Common Stock, (ii) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Fund, (iii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iv) Kevin Wyman, a principal of Southpaw Holdings, and (v) Howard Golden, a principal of Southpaw Holdings (the persons mentioned in (i), (ii) (iii), (iv) and (v) are referred to as the “Reporting Persons”).

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, $0.001 par value (“Common Stock”), of Large Scale Biology Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3333 Vaca Valley Parkway, Vacaville, CA 95688.

Item 2. Identity and Background

(a) This statement is filed by: (i) Southpaw Credit Opportunity Master Fund LP (“Fund”), a Cayman Islands limited partnership, as the holder of the shares of Common Stock, (ii) Southpaw Asset Management LP (“Southpaw Management”), a Delaware limited partnership, as the investment manager to Fund, (iii) Southpaw Holdings LLC (“Southpaw Holdings”), a Delaware limited liability company, as the general partner of Southpaw Management, (iv) Kevin Wyman, a principal of Southpaw Holdings LLC, and (v) Howard Golden, a principal of Southpaw Holdings LLC (the persons mentioned in (i), (ii) (iii), (iv) and (v) are referred to as the “Reporting Persons”).

(b) The business address of each of the Reporting Persons is: Four Greenwich Office Park, Greenwich, CT 06831.

(c) Fund serves as a master fund investment vehicle for investments by Southpaw Credit Opportunity Fund Ltd., a Cayman Islands exempted company, and Southpaw Credit Opportunity Partners LP, a Delaware limited partnership. Southpaw Management provides investment management services to private individuals and institutions, including Fund. Southpaw Holdings LLC serves as the general partner of Southpaw Management. The principal occupation of Mr. Wyman and Mr. Golden is investment management.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been 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.

Page 7 of 13

(f) Fund is a Cayman Islands limited partnership. Southpaw Management is a Delaware limited partnership. Southpaw Holdings is a Delaware limited liability company. Mr. Wyman and Mr. Golden are United States citizens.

Item 3. Source and Amount of Funds

As of March 6, 2007, the Reporting Persons had invested in Common Stock of the Issuer in the amount of: $588,029.21. Currently, all shares of Common Stock of the Issuer as of the date of this Schedule 13D are held by Fund. The above amounts include any commissions incurred in making the investments. The source of these funds was the working capital of the Reporting Persons.

Item 4. Purpose of the Transaction

The Reporting Persons originally acquired shares of Common Stock for portfolio investment purposes, in the ordinary course of business. On January 9, 2006, the Issuer filed a petition under Chapter 11 of Bankruptcy Code and is currently soliciting bids to complete the orderly liquidation of its business and assets. In connection with the solicitation of bids, representatives of the Reporting Persons met with management of the Issuer on February 27, 2007 to discuss the bidding process and gather information about the Issuer. The Reporting Persons are currently evaluating the business and prospects of the Issuer and may in the future make proposals with respect to the Issuer including, but not limited to, the purchase of assets. Depending on their evaluation of the Issuer, other investment opportunities, market conditions and such other factors as they may deem material, the Reporting Persons may seek to acquire additional shares of Common Stock of the Issuer in the open market, in privately negotiated transactions, or otherwise, or determine to dispose of all or a portion of the Common Stock of the Issuer beneficially owned by the Reporting Persons, including through sales in the open market, in privately negotiated transactions or otherwise.

Except as contemplated in this Item 4, no Reporting Persons has any plan or proposal of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) As of March 6, 2007, the Reporting Persons beneficially own 738,833 shares of Common Stock of the Issuer, which represents 11.5% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 738,833 shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof, by (ii) 6,447,923 of Common Stock outstanding as of March 2, 2007, as reported to the Reporting Persons by the Issuer’s counsel on March 2, 2007.

(b) The Reporting Persons have the power to vote and dispose of the 738,833 shares of Common Stock held by Fund.

Page 8 of 13

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 738,833 shares of Common Stock owned by Fund. Pursuant to Rule 13d-4, each of the Reporting Persons disclaim all such beneficial ownership.

(c) The transactions in the Issuer’s securities by the Reporting Persons during the sixty days prior to the obligation to file this Schedule 13D are listed as Exhibit 2 attached hereto and made a part hereof.

(d) Not Applicable.

(e) Not Applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement by and among the Reporting Persons.


Exhibit 2		Transactions in the Issuer’s securities by the Reporting Persons in the sixty days prior to the obligation to file this Schedule 13D.

Page 9 of 13

Signature

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


Dated: March 6, 2007
	Southpaw Credit Opportunity Master Fund LP
	By:	Southpaw GP LLC, its general partner


	By:	/s/ Howard Golden
		Name:	Howard Golden
		Title:	Managing Member


	Southpaw Asset Management LP
	By:	Southpaw Holdings LLC, its general partner


	By:	/s/ Howard Golden
		Name:	Howard Golden
		Title:	Managing Member


	Southpaw Holdings LLC

	By:	/s/ Howard Golden
		Name:	Howard Golden
		Title:	Managing Member


	/s/ Kevin Wyman
	Kevin Wyman


	/s/ Howard Golden
	Howard Golden

Page 10 of 13

EX-99.1 2 d44324exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.001 per share, of Large Scale Biology Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 6, 2007.


Southpaw Credit Opportunity Master Fund LP By: Southpaw GP LLC, its general partner

By:	/s/ Howard Golden
	Name:	Howard Golden
	Title:	Managing Member


Southpaw Asset Management LP By: Southpaw Holdings LLC, its general partner

By:	/s/ Howard Golden
	Name:	Howard Golden
	Title:	Managing Member

Page 11 of 13


Southpaw Holdings LLC
By:	/s/ Howard Golden
	Name:	Howard Golden
	Title:	Managing Member


/s/ Kevin Wyman
Kevin Wyman


/s/ Howard Golden
Howard Golden

Page 12 of 13

EX-99.2 3 d44324exv99w2.htm TRANSACTIONS IN THE ISSUER'S SECURITIES BY THE REPORTING PERSONS exv99w2

EXHIBIT 2


	Number of Shares		Average Price
Transaction Date	Purchased or (Sold)		Per Share
29-Dec-06		20,700	$	0.6500
3-Jan-07		40,200	$	0.7215
4-Jan-07		32,500	$	0.7995
5-Jan-07		10,200	$	0.7982
6-Jan-07		5,400	$	0.7963
17-Jan-07		10,000	$	0.7965
22-Jan-07		10,000	$	0.7000
23-Jan-07		28,000	$	0.6000
25-Jan-07		3,500	$	0.6000

Page 13 of 13