-----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, L3PNXhlzTfst0WpqR5iy77CPlfnLx6mxl4C0o5W21OPe0U5nCcU5QV+tXMWZZo19 kcQ7p8VWceSbEdLmi4FCGA== 0000935836-10-000181.txt : 20101215 0000935836-10-000181.hdr.sgml : 20101215 20101215125051 ACCESSION NUMBER: 0000935836-10-000181 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101215 DATE AS OF CHANGE: 20101215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELIK INC CENTRAL INDEX KEY: 0001109196 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 930987903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60385 FILM NUMBER: 101252858 BUSINESS ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508457700 MAIL ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EASTBOURNE CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001140888 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1101 FIFTH AVENUE STREET 2: SUITE 370 CITY: SAN RAFAEL STATE: CA ZIP: 94901 BUSINESS PHONE: 4154481200 MAIL ADDRESS: STREET 1: 1101 FIFTH AVENUE STREET 2: SUITE 370 CITY: SAN RAFAEL STATE: CA ZIP: 94901 SC 13G/A 1 eastbourne13g2.htm eastbourne13g2.htm
 
 
 
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G



Under the Securities Exchange Act of 1934

(Amendment No. 11)



Telik, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


87959M109

(CUSIP Number)


December 13, 2010

(Date of Event Which Requires Filing of this Statement)

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

[   ]           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).



 
1
 




CUSIP No. 87959M109





 
1.
Names of Reporting Persons.

 
I.R.S. Identification Nos. of above persons (entities only).


 
Eastbourne Capital Management, L.L.C.



 
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                                           
0
6.           Shared Voting Power                                      
0
7.           Sole Dispositive Power                                   
0
8.           Shared Dispositive Power                             
0


 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person 
0


 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
____


 
11.
Percent of Class Represented by Amount in Row (9) 
0%


 
12.
Type of Reporting Person (See Instructions)


IA, OO
 

 
2
 




CUSIP No. 87959M109





 
1.
Names of Reporting Persons.

 
I.R.S. Identification Nos. of above persons (entities only).


 
Richard Jon Barry


 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)


 
(a)
     X


 
(b)
 


 
3.
SEC Use Only


 
4.
Citizenship or Place of Organization 
U.S.A.


Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.           Sole Voting Power                                           
11,847,125
6.           Shared Voting Power                                     
0
7.           Sole Dispositive Power                                  
11,847,125
8.           Shared Dispositive Power                             
  


 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person 
11,847,125


 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
____


 
11.
Percent of Class Represented by Amount in Row (9) 
22.10%


 
12.
Type of Reporting Person (See Instructions)


IN, HC

 
3
 




CUSIP No. 87959M109





Item 1.

 
(a)
Name of Issuer

Telik, Inc.

 
(b)
Address of Issuer's Principal Executive Offices

 
3165 Porter Drive, Palo Alto, CA 94304


Item 2.

 
(a)
The names of the persons filing this statement are:

 
Eastbourne Capital Management, L.L.C. (“Eastbourne”) and
 
Richard Jon Barry
  
 
(collectively, the "Filers")
  


 
Each Filer is filing jointly with the other Filers, but not as a member of a group, and each disclaims membership in a group within the meaning of Rule 13d-5(b) (“Rule 13(d)-5(b)”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), with the other Filers or any other person or entity.  

 
(b)
The principal business office of Eastbourne is located at 1101 Fifth Avenue, Suite 370, San Rafael, CA  94901 and the principal office of Mr. Barry is at 285 Margarita Drive, San Rafael, CA  94901.  

 
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

 
(d)
This statement relates to shares of common stock of the Issuer (the "Stock").

 
(e)
The CUSIP number of the Issuer is: 87959M109


 
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CUSIP No. 87959M109





Item 3.
If this statement is filed pursuant to rule 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 section 240.13d-1(b)(1)(ii)(E).  

 
(f)
[    ]
An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

 
(g)
[    ]
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)  

 
(h)
[    ]
A savings association 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 section 240.13d-1(b)(1)(ii)(J).


Item 4.
Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

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    [ X] (as to Eastbourne)  Eastbourne is the general partner of a private investment fund, which held shares of Stock.  That fund distributed the shares of Stock that it held to the fund’s beneficial owners, including Mr. Barry, for no consideration.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 
5
 




CUSIP No. 87959M109





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.

 
6
 



CUSIP No. 87959M109





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.

Dated:           December 13, 2010

Eastbourne Capital Management, L.L.C.
 
 
By: :          ____________________________________
Eric M. Sippel
Chief Operating Officer
 
 
 
____________________________________
Richard J. Barry


 
7
 



CUSIP No. 87959M109





EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Telik, Inc. and any other issuer.  For that purpose, the undersigned hereby constitute and appoint Eastbourne Capital Management, L.L.C., a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.


Dated:           December 13, 2010


Eastbourne Capital Management, L.L.C.
 
 
By:                                                        
Eric M. Sippel
Chief Operating Officer
 
 
 
____________________________________
Richard J. Barry
 



 
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