-----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, TFPHNO852ehgoeK4kNs2D9nE3P3yUwzlB3SGZTZnpBVMJ/eNUip/7mo+6SYFUZP1 1AsJNO/AWgn/RguTHssAuw== 0001104659-07-029546.txt : 20070419 0001104659-07-029546.hdr.sgml : 20070419 20070419162347 ACCESSION NUMBER: 0001104659-07-029546 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 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: 07776348 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: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4401 EASTGATGE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582003830 MAIL ADDRESS: STREET 1: 4401 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 a07-11561_1sc13g.htm SC 13G

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment No.     )*

 

Advancis Pharmaceutical Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

00764L109

(CUSIP Number)

April 9, 2007

(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)

x

Rule 13d-1(c)

o

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. 00764L109

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
TANG CAPITAL PARTNERS, LP

 

 

2.

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

 

 

(a)

o

 

 

(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
3,325,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,325,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,325,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No. 00764L109

 

 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
TANG CAPITAL MANAGEMENT, LLC

 

 

2.

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

 

 

(a)

o

 

 

(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
3,325,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,325,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,325,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3




 

CUSIP No. 00764L109

 

 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
KEVIN C. TANG

 

 

2.

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

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
UNITED STATES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,325,000

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,325,000

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,325,000

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4




 

Item 1.

 

(a)

Name of Issuer
Advancis Pharmaceutical Corporation, a Delaware corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
20425 Seneca Meadows Parkway, Germantown, MD 20876

 

Item 2.

 

(a)

Name of Person Filing
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.

 

(b)

Address of Principal Business Office or, if none, Residence
4401 Eastgate Mall, San Diego, CA 92121

 

(c)

Citizenship
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share (the “Common Stock”)

 

(e)

CUSIP Number
00764L109

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

5




 

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.

 

(a)

Amount beneficially owned:   

Tang Capital Partners.  Tang Capital Partners is the record and beneficial owner of 1,900,000 shares of Common Stock.  Tang Capital Partners also holds a warrant to purchase 1,425,000 shares of Common Stock at an exercise price of $2.27 per share (subject to adjustment as set forth in the warrant).  Tang Capital Partners shares voting power and dispositive power over such shares and warrants with Tang Capital Management and Kevin C. Tang.

Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 1,900,000 shares held of record by Tang Capital Partners and the warrant to purchase 1,425,000 shares of Common Stock at an exercise price of $2.27 per share (subject to adjustment as set forth in the warrant). Tang Capital Management shares voting and dispositive power over such shares and warrants with Tang Capital Partners and Kevin C. Tang.

Kevin C. Tang.  Kevin C. Tang, as Manager of Tang Capital Management, may be deemed to beneficially own the 1,900,000 shares held of record by Tang Capital Partners and the warrant to purchase 1,425,000 shares of Common Stock at an exercise price of $2.27 per share (subject to adjustment as set forth in the warrant).  Mr. Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management. 

Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.

 

(b)

Percent of class:   

 

Tang Capital Partners

 

6.9

%

Tang Capital Management

 

6.9

%

Kevin C. Tang

 

6.9

%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

Tang Capital Partners

 

0 shares

 

Tang Capital Management

 

0 shares

 

Kevin C. Tang

 

0 shares

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

Tang Capital Partners

 

3,325,000 shares

 

Tang Capital Management

 

3,325,000 shares

 

Kevin C. Tang

 

3,325,000 shares

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

Tang Capital Partners

 

0 shares

 

Tang Capital Management

 

0 shares

 

Kevin C. Tang

 

0 shares

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

Tang Capital Partners

 

3,325,000 shares

 

Tang Capital Management

 

3,325,000 shares

 

Kevin C. Tang

 

3,325,000 shares

 

 

 

 

 

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   o.

 

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.

 

6




 

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.

 

7




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:

   April 19, 2007

 

 

 

 

 

TANG CAPITAL PARTNERS, LP

 

 

 

By: Tang Capital Management, LLC, its General Partner

 

 

By:

     /s/ Kevin C. Tang

 

 

     Kevin C. Tang, Manager

 

 

 

TANG CAPITAL MANAGEMENT, LLC

 

 

By:

     /s/ Kevin C. Tang

 

 

     Kevin C. Tang, Manager

 

 

 

/s/ Kevin C. Tang

 

Kevin C. Tang

 

8



EX-99.1 2 a07-11561_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Advancis Pharmaceutical Corporation and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: April 19, 2007

TANG CAPITAL PARTNERS, LP,

 

 

 

 

 

By:

Tang Capital Management, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Kevin C. Tang

 

 

 

Name: Kevin C. Tang

 

 

 

Title:   Manager

 

 

 

 

 

 

TANG CAPITAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Kevin C. Tang

 

 

 

Name: Kevin C. Tang

 

 

 

Title:   Manager

 

 

 

 

 

 

/s/ Kevin C. Tang

 

 

Name: Kevin C. Tang

 

 



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