sc13g

-----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, I9sGirv9QnNsAA+WvAH57bea3fYl8FvlwI0baONGNAgZIcJfDccNmtGkrVWrYmOY zbVnGG7SJiSerlj/+0+VnA== 0000950133-03-003756.txt : 20031107 0000950133-03-003756.hdr.sgml : 20031107 20031107170011 ACCESSION NUMBER: 0000950133-03-003756 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031107 GROUP MEMBERS: BEAR STEARNS HEALTH INNOVENTURES EMPLOYEE FUND, L.P. GROUP MEMBERS: BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT, L.L.C. GROUP MEMBERS: BEAR STEARNS HEALTH INNOVENTURES OFFSHORE, L.P. GROUP MEMBERS: BEAR STEARNS HEALTH INNOVENTURES, L.P. GROUP MEMBERS: BSHI MEMBERS, L.L.C. GROUP MEMBERS: BX, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCIS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0001161924 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 522208264 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79326 FILM NUMBER: 03985880 BUSINESS ADDRESS: STREET 1: 20425 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20878 BUSINESS PHONE: (301) 944-6600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001062592 IRS NUMBER: 510265872 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122723146 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 SC 13G 1 w91487sc13g.htm SCHEDULE 13G sc13g

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Advancis Pharmaceutical Corporation

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

00764L 10 9

(CUSIP Number)

October 15, 2003

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: Bear Stearns Asset Management, Inc.
I.R.S. Identification Nos. of above persons (entities only). 06-1135192

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization New York


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	2,428,552
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	2,428,552

Aggregate Amount Beneficially Owned by Each Reporting Person

2,428,552

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

10.7%

12.

Type of Reporting Person (See Instructions) CO

Page 2 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: Bear Stearns Health Innoventures Management, L.L.C.
I.R.S. Identification Nos. of above persons (entities only). 13-4159171

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Delaware


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	2,428,552
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	2,428,552

Aggregate Amount Beneficially Owned by Each Reporting Person

2,428,552

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

10.7%

12.

Type of Reporting Person (See Instructions) OO (Limited Liability Company)

Page 3 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: Bear Stearns Health Innoventures, L.P.
I.R.S. Identification Nos. of above persons (entities only). 13-4169871

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Delaware


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	351,463
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	351,463

Aggregate Amount Beneficially Owned by Each Reporting Person

351,463

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

1.5%

12.

Type of Reporting Person (See Instructions) PN

Page 4 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: Bear Stearns Health Innoventures Offshore, L.P.
I.R.S. Identification Nos. of above persons (entities only).

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Cayman Islands


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	289,134
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	289,134

Aggregate Amount Beneficially Owned by Each Reporting Person

289,134

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

1.3%

12.

Type of Reporting Person (See Instructions) PN

Page 5 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: BSHI Members, L.L.C.
I.R.S. Identification Nos. of above persons (entities only). 13-4179475

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Delaware


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	163,351
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	163,351

Aggregate Amount Beneficially Owned by Each Reporting Person

163,351

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

0.7%

12.

Type of Reporting Person (See Instructions) OO (Limited Liability Company)

Page 6 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: Bear Stearns Health Innoventures Employee Fund, L.P.
I.R.S. Identification Nos. of above persons (entities only). 13-4159175

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Delaware


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	227,987
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	227,987

Aggregate Amount Beneficially Owned by Each Reporting Person

227,987

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

1.0%

12.

Type of Reporting Person (See Instructions) PN

Page 7 of 12 pages

CUSIP NUMBER: 00764L 10 9

Name of Reporting Persons: BX, L.P.
I.R.S. Identification Nos. of above persons (entities only).

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

(a)

(b)

SEC Use Only

Citizenship or Place of Organization Cayman Islands


Number of Shares	5.	Sole Voting Power	0
Beneficially Owned
By Each Reporting	6.	Shared Voting Power	1,396,617
Person With
	7.	Sole Dispositive Power	0

	8.	Shared Dispositive Power	1,396,617

Aggregate Amount Beneficially Owned by Each Reporting Person

1,396,617

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (11)

6.1%

12.

Type of Reporting Person (See Instructions) PN

Page 8 of 12 pages

Item 1.

(a) Name of Issuer:

Advancis Pharmaceutical Corporation

(b) Address of Issuer’s Principal Executive Offices

20425 Seneca Meadows Parkway
Germantown, MD 20876

Item 2.

(a) Name of Person Filing:

Bear Stearns Asset Management, Inc.
Bear Stearns Health Innoventures Management, L.L.C.
Bear Stearns Health Innoventures, L.P.
Bear Stearns Health Innoventures Offshore, L.P.
BSHI Members, L.L.C.
Bear Stearns Health Innoventures Employee Fund, L.P.
BX, L.P.

(b) Address of Principal Business Office or, if none, Residence

383 Madison Avenue, 28th Floor
New York, NY 10179

(c) Citizenship:

Bear Stearns Asset Management, Inc. – New York
Bear Stearns Health Innoventures Management, L.L.C. – Delaware
Bear Stearns Health Innoventures, L.P. – Delaware
Bear Stearns Health Innoventures Offshore, L.P. – Cayman Islands
BSHI Members, L.L.C. – Delaware
Bear Stearns Health Innoventures Employee Fund, L.P. – Delaware
BX, L.P. – Cayman Islands

(d) Title of Class of Securities

Common Stock, Par Value $0.01 Per Share (“Common Stock”)

(e) CUSIP Number

00764L 10 9

Page 9 of 12 pages


Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


Item 4.		Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.



												Shared
						Sole power		Shared		Sole power to		power to
	Amount		Percent			to vote or		power to vote		dispose or		dispose or
	beneficially		of class			direct the		or direct the		direct the		direct the
Reporting Person	owned		(1)			vote		vote		disposition of		disposition of

Bear Stearns Asset Management, Inc.		2,428,552		10.7	%		0		2,428,552		0		2,428,552

Bear Stearns Health Innoventures Management, LLC		2,428,552		10.7	%		0		2,428,552		0		2,428,552

Bear Stearns Health Innoventures, L.P.		351,463		1.5	%		0		351,463		0		351,463

Bear Stearns Health Innoventures Offshore, L.P.		289,134		1.3	%		0		289,134		0		289,134

BSHI Members, L.L.C		163,351		0.7	%		0		163,351		0		163,351

Bear Stearns Health Innoventures Employee Fund, L.P.		227,987		1.0	%		0		227,987		0		227,987

BX, L.P.		1,396,617		6.1	%		0		1,396,617		0		1,396,617

(1)

Based on 22,749,218 shares of common stock, par value $0.01 per share outstanding as of October 15, 2003.

Bear Stearns Asset Management, Inc. (“BSAM”) is the managing member of Bear Stearns Health Innoventures Management, L.L.C. (“BSHI Management”), the general partner of Bear Stearns Health Innoventures, L.P., Bear Stearns Health Innoventures Offshore, L.P., Bear Stearns Health Innoventures Employee Fund, L.P. and BX, L.P, and BSHI Management is the managing member of BSHI Members, L.L.C. Accordingly, BSAM and BSHI Management may be deemed to be a beneficial owner of shares of Common Stock owned of record by Bear Stearns Health Innoventures, L.P., Bear Stearns Health Innoventures Offshore, L.P., Bear Stearns Health Innoventures Employee Fund, L.P., BX, L.P. and BSHI Members, L.L.C.

Elizabeth Czerepak, Michael Aspinwall, Stefan Ryser, Fritz Buhler, Jurgen Drews, Theodore Slocomb, Aspinwall-Blanker LLC, Czerepak-Adkins LLC and BSAM, as members of BSHI

Page 10 of 12 pages

Management, may be deemed to share beneficial ownership of the shares shown as beneficially owned by each Reporting Person. Such persons disclaim such beneficial ownership.


Item 5.		Ownership of Five Percent or Less of a Class

If this statement has been 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:


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

Not applicable.


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

Not applicable

Page 11 of 12 pages

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 7, 2003


		BEAR STEARNS ASSET MANAGEMENT, INC.


		By:		/s/ Elizabeth A. Czerepak

				Name: Elizabeth A. Czerepak Title: Authorized Signatory


		BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT, L.L.C.


		By:		/s/ Elizabeth A. Czerepak

				Name: Elizabeth A. Czerepak Title: Authorized Signatory


		BEAR STEARNS HEALTH INNOVENTURES, L.P. BEAR STEARNS HEALTH INNOVENTURES OFFSHORE, L.P. BEAR STEARNS HEALTH INNOVENTURES EMPLOYEE FUND, L.P. BX, L.P.


		By:		Bear Stearns Health Innoventures Management, L.L.C., their general partner


		By:		/s/ Elizabeth A. Czerepak

				Name: Elizabeth A. Czerepak Title: Authorized Signatory


		BSHI MEMBERS, L.L.C.


		By:		Bear Stearns Health Innoventures Management, L.L.C., its managing member


		By:		/s/ Elizabeth A. Czerepak

				Name: Elizabeth A. Czerepak Title: Authorized Signatory

Page 12 of 12 pages -----END PRIVACY-ENHANCED MESSAGE-----

(a)		Name of Issuer:

		Advancis Pharmaceutical Corporation

(b)		Address of Issuer’s Principal Executive Offices

		20425 Seneca Meadows Parkway Germantown, MD 20876

(a)		Name of Person Filing:

		Bear Stearns Asset Management, Inc. Bear Stearns Health Innoventures Management, L.L.C. Bear Stearns Health Innoventures, L.P. Bear Stearns Health Innoventures Offshore, L.P. BSHI Members, L.L.C. Bear Stearns Health Innoventures Employee Fund, L.P. BX, L.P.

(b)		Address of Principal Business Office or, if none, Residence

		383 Madison Avenue, 28th Floor New York, NY 10179

(c)		Citizenship:

		Bear Stearns Asset Management, Inc. – New York Bear Stearns Health Innoventures Management, L.L.C. – Delaware Bear Stearns Health Innoventures, L.P. – Delaware Bear Stearns Health Innoventures Offshore, L.P. – Cayman Islands BSHI Members, L.L.C. – Delaware Bear Stearns Health Innoventures Employee Fund, L.P. – Delaware BX, L.P. – Cayman Islands

(d)		Title of Class of Securities

		Common Stock, Par Value $0.01 Per Share (“Common Stock”)

(e)		CUSIP Number

		00764L 10 9