0000947871-01-500938.txt : 20011106 0000947871-01-500938.hdr.sgml : 20011106 ACCESSION NUMBER: 0000947871-01-500938 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011101 GROUP MEMBERS: ORBIMED ADVISORS INC. GROUP MEMBERS: ORBIMED ADVISORS LLC. GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIVEN IMAGING LTD CENTRAL INDEX KEY: 0001126140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62155 FILM NUMBER: 1772766 BUSINESS ADDRESS: STREET 1: 2 HA CARMEL ST STREET 2: NEW INDUSTRIAL PARK CITY: YOQNEAM STATE: L4 ZIP: 20692 MAIL ADDRESS: STREET 1: 2 HA CARMEL ST CITY: YOQNEAM STATE: L4 ZIP: 20692 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 41 MADISON AVE 40TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126845700 SC 13G 1 s13g110101_llc-given.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Given Imaging Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 2797140 (CUSIP Number) October 4, 2001 (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) [x] 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. 2797140 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisers Inc. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,936,518 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,936,518 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,936,518 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 15.68% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 2797140 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Advisors LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,936,518 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,936,518 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,936,518 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 15.68% 12. Type of Reporting Person (See Instructions) CO 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OrbiMed Capital LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,936,518 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,936,518 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,936,518 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 15.68% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 2797140 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Samuel D. Isaly 2. Check the Appropriate Box if a Member of a Group (See Instructions) [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 0 Number of Shares 6. Shared Voting Power 3,936,518 Beneficially Owned by 7. Sole Dispositive Power 0 Each Reporting Person With 8. Shared Dispositive Power 3,936,518 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,936,518 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 15.68% 12. Type of Reporting Person (See Instructions) HC Item 1. (a) Issuer: Given Imaging Ltd. (b) Address: 2 Ha'Carmel Street Yogneam 20692 Israel Item 2. (a) Name of Person Filing: OrbiMed Advisers Inc. OrbiMed Advisors LLC OrbiMed Capital LLC Samuel D. Isaly (b) Address of Principal Business Offices: 767 Third Avenue, 6th Floor New York, New York 10010 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 2797140 Item 3. Not Applicable Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Reporting persons are holding 15.68% of the securities on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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 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. 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. Date: November 1, 2001 OrbiMed Advisers Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and 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. 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. Date: November 1, 2001 OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and 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. 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. Date: November 1, 2001 OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member Samuel D. Isaly By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly EX-1.1 3 ex1-1llc_110101.txt JOINT FILING AGREEMENT JOINT FILING AGREEMENT Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated November 1, 2001, (the "Schedule 13G"), with respect to the Common Stock, par value NIS 0.05 per share, of Given Imaging Ltd. 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 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, 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 1st day of November, 2001. OrbiMed Advisers Inc. By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: President OrbiMed Advisors LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member OrbiMed Capital LLC By: /s/ Samuel D. Isaly ---------------------------- Name: Samuel D. Isaly Title: Managing Member EX-2.1 4 ex2-1llc_110101.txt STATEMENT OF CONTROL PERSON Statement of Control Person Exhibit 2.1 ---------- Statement of Control Person The Statement on this Schedule 13G dated November 1, 2001 with respect to the common stock par value NIS 0.05 per share of Given Imaging Ltd. is filed by Samuel D. Isaly in accordance with the provisions of Rule 13d-1(c) and Rule 13d-1(k) respectively as a control person (HC) of Orbimed Advisors, LLC, Orbimed Advisors, Inc and OrbiMed Capital LLC. Orbimed Advisors, Inc. files this statement on Schedule 13G in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k) respectively as an investment advisor (IA) and Orbimed Advisors, LLC and OrbiMed Capital LLC file this statement on Schedule 13G in accordance with the provisions or Rule 13d-1(c) and 13d-1(k) respectively as corporations (CO).